Common use of Compliance with Laws; Licenses Clause in Contracts

Compliance with Laws; Licenses. The businesses of each of the Debtor and its Subsidiaries have not, since December 31, 2014, been, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, Order, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. To the Knowledge of the Debtor, as of the date of this Agreement, no investigation by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor or any of its Subsidiaries is pending or threatened in writing, nor has any Governmental Entity notified the Debtor in writing of 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 Material Adverse Effect. The Debtor 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 those failures or the absence of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Compliance with Laws; Licenses. (i) The businesses of each of the Debtor Company and its Subsidiaries have not, since December 31, 2014, been, and are not being, been conducted in violation of any federal, state, local or foreign law, statute or statute, ordinance, common law, or any rule, regulation, standardjudgment, Orderorder, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “"Laws”"), except for such violations that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. To the Knowledge of the Debtor, as of the date of this Agreement, no investigation by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor or any of its Subsidiaries is pending or threatened in writing, nor has any Governmental Entity notified the Debtor in writing of an intention to conduct the same, except for such investigations or reviews the outcome of which are that would not, individually or in the aggregate, reasonably likely be expected to have a 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 officers of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same except for such investigations or reviews that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Debtor Company and its Subsidiaries each has obtained and is in compliance with all governmental permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and exemptions, orders issued or granted by a Governmental Entity and all other authorizations, consents and approvals issued or granted by a Governmental Entity (“"Licenses”") necessary to conduct its business as presently conducted, except those failures or the absence of which would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect (the "Material Licenses").

Compliance with Laws; Licenses. The businesses of each of the Debtor Company and its Subsidiaries have not, since December 31, 2014, been, and are not being, conducted operate their respective businesses in violation of substantial compliance with any federal, state, local or foreign law, statute Laws applicable to such businesses (other than any Laws relating to the subject matters covered in Section 5.12 or ordinance, common law, or any rule, regulation, standard, Order, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”5.14), except for such violations thatthat would not, individually or in the aggregate, are not reasonably likely be expected to have a Company Material Adverse Effect. To Effect or to prevent, impede or materially delay the Knowledge ability of the Debtor, as of Company to consummate the date of this Agreement, no transactions contemplated hereby or to perform its obligations hereunder. No investigation or review by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor Company or any of its Subsidiaries is pending or threatened in writingor, to the Knowledge of the Company, threatened, nor has any Governmental Entity notified the Debtor in writing of indicated an intention to conduct the same, except for such investigations or reviews the outcome of which are that would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect. The Debtor Company and its Subsidiaries each has obtained and is in compliance with all governmental permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and exemptions, orders issued or granted by a Governmental Entity (“Licenses”) and all other authorizations, consents and approvals issued or granted by a Governmental Entity necessary to conduct its business as presently conducted, except those failures or the absence of which would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect.

Compliance with Laws; Licenses. The Since the Applicable Date, the businesses of each of the Debtor Company and its Subsidiaries have not, since December 31, 2014, not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standardjudgment, Orderorder, agency requirementwrit, license injunction or permit decree, of any Governmental Entity (collectively, “Laws”), except for violations thatthat would not reasonably be expected to have, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect with respect to the Company. To the Knowledge of the Debtor, as of the date of this Agreement, no No investigation or review by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor Company or any of its Subsidiaries is pending or threatened in writingthreatened, nor has any Governmental Entity notified the Debtor in writing of indicated an intention to conduct the same, except for such investigations or reviews the outcome of which are notwould not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Material Adverse EffectEffect with respect to the Company. The Debtor Company and its Subsidiaries have each has obtained and is are 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 their respective businesses as presently conducted, except for those failures or the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. No suspension or cancellation of any License is pending or threatened in writing, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect with respect to the Company.

Compliance with Laws; Licenses. The businesses of each of the Debtor Company and its Subsidiaries have not, not been since December 31, 2014, beenthe Applicable Date, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, Order, agency requirement, license rule or permit regulation of any Governmental Entity (collectively, “"Laws”)") or of any arbitrator, except for violations that, individually or in the aggregate, are have not had or would not reasonably likely be expected to have a Company Material Adverse Effect. To the Knowledge of the Debtor, as of the date of this AgreementCompany, no investigation or review by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor Company or any of its Subsidiaries is pending or threatened threatened. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers, agents or employees (on behalf of the Company or any of its Subsidiaries) has made any payments, including without limitation, using funds for contributions or expenses related to political activity and making payments to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, in writingviolation of applicable Law, nor has any Governmental Entity notified including the Debtor in writing Foreign Corrupt Practices Act of 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 Material Adverse Effect1977. The Debtor Company and its Subsidiaries have each has obtained and is are 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 their respective businesses as presently conducted, except for those failures or the absence of which would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect.

Compliance with Laws; Licenses. The businesses of each of the Debtor Company and its Subsidiaries have not, not been since December 31, 2014, beenthe Applicable Date, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, Orderjudgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations thatthat would not, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. To the Knowledge of the Debtor, as of the date of this AgreementExcept with respect to regulatory matters covered by Section 6.5, no investigation by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor Company or any of its Subsidiaries or any Benefit Plan is pending or or, to the Knowledge of the Company, threatened in writing, nor has any Governmental Entity notified the Debtor in writing of an intention to conduct the same, except for such investigations or reviews those the outcome of which are would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The Debtor 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 those failures or the absence of which would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect.

Compliance with Laws; Licenses. (i) The businesses of each of the Debtor Company and its Subsidiaries have not, not been since December 31, 2014, beenthe Applicable Date, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, Orderjudgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, are would not reasonably likely be expected to have be material to the Company taken as a Material Adverse Effectwhole. To the Knowledge of the Debtor, as of the date of this AgreementExcept with respect to regulatory matters covered by Section 6.3(g), no investigation investigation, review or enforcement by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor Company or any of its Subsidiaries is pending or threatened in writingor, to the Knowledge of the Company, threatened, nor has any Governmental Entity notified the Debtor in writing of indicated an intention to conduct the same, except for such investigations or reviews reviews, the outcome of which are not, individually or in would not reasonably be expected to material to the aggregate, reasonably likely to have a Material Adverse EffectCompany taken as whole. The Debtor Company and each of 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 those failures or the absence of which would not, individually or in the aggregate, reasonably be expected to result in be material to the Company taken as a Material Adverse Effectwhole.

Compliance with Laws; Licenses. The businesses of each of the Debtor Company and its Subsidiaries have not, since December 31, 2014, been, and are not being, conducted operate their respective businesses in violation of compliance with any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, Order, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), Laws applicable to such businesses except for violations thatsuch noncompliance that would not, individually or in the aggregate, are not reasonably likely be expected to have a Company Material Adverse Effect. To the Knowledge of the Debtor, as of the date of this AgreementCompany, no investigation or review by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor Company or any of its Subsidiaries is pending or threatened in writingthreatened, nor has any Governmental Entity notified the Debtor in writing provided written notice of an intention to conduct the same, except for such investigations or reviews the outcome of which are that would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect. The Debtor Company and each of its Subsidiaries each has obtained and is in compliance with all governmental permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and exemptions, orders issued or granted by a Governmental Entity (“Licenses”) and all other authorizations, consents and approvals issued or granted by a Governmental Entity necessary to conduct its business as presently conducted, except those failures or the absence of which would not, individually or in the aggregate, reasonably be expected to result have a Company Material Adverse Effect. All the payments required in connection with the maintenance of such permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals are current, except where the failure to make such payments would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Compliance with Laws; Licenses. The (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the businesses of each of the Debtor Company and its Subsidiaries have notnot been, since December 31, 2014, been2010, and are not being, being conducted in violation of any applicable United States federal, statestate or local, local non-United States national, provincial or foreign local, or multinational law, statute or ordinance, common law, or any rule, regulation, standarddirective, Ordertreaty provision applicable to the Company and its Subsidiaries, Judgment, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”). No investigation, except for violations that, individually audit or in the aggregate, are not reasonably likely to have a Material Adverse Effect. To the Knowledge of the Debtor, as of the date of this Agreement, no investigation review by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor Company or any of its Subsidiaries is pending or threatened in writingor, to the Knowledge of the Company, threatened, nor has any Governmental Entity notified the Debtor in writing Company of an its intention to conduct the same, except for (A) such investigations or reviews the outcome of which are notwould not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Material Adverse EffectEffect and/or (B) such investigations or reviews in the trading in the securities of the Company related to the Merger. The Debtor and As of the date hereof, neither the Company nor any of its Subsidiaries each has obtained and is in compliance received any notice or communication of any material noncompliance 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 any applicable Laws that has not been cured as presently conducted, except those failures or of the absence of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectdate hereof.

Compliance with Laws; Licenses. The (a) Except as would not have, individually or in the aggregate, a Material Adverse Effect or would not reasonably be expected to prevent or materially impair the consummation of the transactions contemplated by this Agreement, the businesses of each of the Debtor Company and its Subsidiaries have notnot been, since December 31, 2014, been2011, and are not being, being conducted in violation of any applicable United States federal, statestate or local, local non-United States national, provincial or foreign local, or multinational law, statute or ordinance, common law, or any rule, regulation, standarddirective, Orderdecree, or treaty provision applicable to the Company and its Subsidiaries, or any Judgment, agency requirement, requirement license or permit of any Governmental Entity (collectively, “Laws”). No investigation, except for violations that, individually audit or in the aggregate, are not reasonably likely to have a Material Adverse Effect. To the Knowledge of the Debtor, as of the date of this Agreement, no investigation review by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor Company or any of its Subsidiaries is pending or threatened in writingor, to the Knowledge of the Company, threatened, nor has any Governmental Entity notified the Debtor in writing Company of an its intention to conduct the same, except for (i) such investigations investigations, audits or reviews the outcome of which are notthat would not have, individually or in the aggregate, reasonably likely to have a Material Adverse EffectEffect and/or (ii) any investigation or review related to the Merger. The Debtor and As of the date hereof, neither the Company nor any of its Subsidiaries each has obtained and is in compliance received any written notice or communication of any material noncompliance 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 any applicable Laws that has not been cured as presently conducted, except those failures or of the absence of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectdate hereof.

Compliance with Laws; Licenses. (i) The businesses of each of the Debtor Company and its Subsidiaries since January 1, 2010 have not, since December 31, 2014, not been, and are not being, conducted in violation of any applicable federal, state, local local, foreign or foreign transnational law, statute or ordinance, common law, or any rule, regulation, standard, Orderjudgment, determination, order, writ, decree, injunction, arbitration award, license, authorization, agency requirement, license treaty or permit of any Governmental Entity (collectively, “Laws”), except for such violations thatthat would not, individually or in the aggregate, are not reasonably be likely to have a Company Material Adverse Effect. To the Knowledge of the DebtorCompany, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as of the date of this Agreement, no investigation by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor or any of its Subsidiaries is pending or threatened in writingthreatened, nor has any Governmental Entity notified the Debtor in writing of indicated 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 Material Adverse Effect. The Debtor 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 those failures or the absence of which would not, individually or in the aggregate, reasonably be expected likely to result in have a Company Material Adverse Effect. Except as would not reasonably be likely to have, individually or in the aggregate, 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.

Compliance with Laws; Licenses. (i) The businesses of each of the Debtor Company and its Subsidiaries have notnot been since January 1, since December 31, 2014, been2012, and are not being, conducted in violation of any applicable federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, Orderjudgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. To the Knowledge of the Debtor, as of the date of this Agreement, no investigation by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor or any of its Subsidiaries is pending or threatened in writing, nor has any Governmental Entity notified the Debtor in writing of an intention to conduct the same, except for such investigations or reviews the outcome of which are that would not, individually or in the aggregate, reasonably likely be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole. 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 as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Debtor 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 those failures or the absence of which as would not, individually or in the aggregate, reasonably be expected to result in be material to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole.

Compliance with Laws; Licenses. The businesses of each of the Debtor Company and its Subsidiaries have not, not been since December 31, 2014, beenthe Applicable Date, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, Order, agency requirement, license rule or permit regulation of any Governmental Entity (collectively, “Laws”)) or of any arbitrator, except for violations that, individually or in the aggregate, are have not had or would not reasonably likely be expected to have a Company Material Adverse Effect. To the Knowledge of the Debtor, as of the date of this AgreementCompany, no investigation or review by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor Company or any of its Subsidiaries is pending or threatened threatened. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers, agents or employees (on behalf of the Company or any of its Subsidiaries) has made any payments, including without limitation, using funds for contributions or expenses related to political activity and making payments to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, in writingviolation of applicable Law, nor has any Governmental Entity notified including the Debtor in writing Foreign Corrupt Practices Act of 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 Material Adverse Effect1977. The Debtor Company and its Subsidiaries have each has obtained and is are 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 their respective businesses as presently conducted, except for those failures or the absence of which would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect.

Compliance with Laws; Licenses. The businesses of each of (a) Except with respect to matters that would not reasonably be expected to have a Company Material Adverse Effect, the Debtor Company and its Subsidiaries have not, since December 31, 2014, been, and are not being, conducted in violation of and, since the Applicable Date have not breached or violated, any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standardjudgment, Orderorder, agency requirementwrit, license decree or permit of any Governmental Entity other court orders (collectively, “Laws”), except for violations that, individually or in the aggregate, are . Except as otherwise would not reasonably likely be expected to have a Company Material Adverse Effect. To the Knowledge of the Debtor, as of the date of this Agreement, no investigation or review by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor Company or any of its Subsidiaries is pending or threatened in writingor, nor has any Governmental Entity notified to the Debtor in writing Knowledge of an intention to conduct the sameCompany, except for such investigations or reviews threatened. Each of the outcome of which are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. The Debtor Company and its Subsidiaries each has obtained and is in compliance with all material 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 failures or the absence of which has not had, and would not, individually or in the aggregate, not reasonably be expected to result in have a Company Material Adverse Effect. Except with respect to matters that would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with the terms of each License.

Compliance with Laws; Licenses. The businesses of each of the Debtor and Company, its Subsidiaries and, to the Knowledge of the Company, each of OPS Acquisitions Limited and Ocean Protective Services Limited, have not, not been since December 31, 2014, beenthe Applicable Date, and are not being, conducted in violation of any U.S. federal, state, local or foreign non-U.S. law, statute or ordinance, common law, or any rule, regulation, standard, Orderjudgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, are not reasonably likely immaterial to have a Material Adverse Effectthe Company, any of its Subsidiaries and/or either of of OPS Acquisitions Limited and Ocean Protective Services Limited (as applicable). To the Knowledge of the Debtor, as of the date of this AgreementExcept with respect to regulatory matters covered by Section 4.5, no investigation or review by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor Company or any of its Subsidiaries is pending or threatened in writingor, to the Knowledge of the Company, threatened, nor has any Governmental Entity notified the Debtor in writing of 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 have result in a Company Material Adverse EffectChange. The Debtor and Each of the Company, its Subsidiaries and, to the Knowledge of the Company, each of OPS Acquisitions Limited and Ocean Protective Services Limited 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 failures or the absence of which would not, individually or in the aggregate, be reasonably be expected likely to result in a Company Material Adverse EffectChange.

Compliance with Laws; Licenses. (i) The businesses of each of the Debtor Company and its Subsidiaries since the Applicable Date have not, since December 31, 2014, not been, and are not being, conducted in violation of any applicable federal, state, local local, foreign or foreign transnational law, statute or ordinance, common law, code, or any rulerule or regulation (collectively, regulation“Laws”) or any order, standardjudgment, Orderinjunction, agency requirementruling, license writ, award or permit decree of any Governmental Entity (collectively, “LawsOrder”), except for violations thatwhere failure to comply, individually or in the aggregate, are has not had, and would not reasonably be likely to have have, a Company Material Adverse Effect. To the Knowledge of the Debtor, as of the date of this Agreement, no No investigation or review by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor Company or any of its Subsidiaries is pending or or, to the Knowledge of the Company, threatened in writing, nor has any Governmental Entity notified the Debtor in writing of indicated 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 Material Adverse Effect. The Debtor 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 Except as presently conducted, except those failures or the absence of which would not, individually or in the aggregate, reasonably be expected likely to result in 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 necessary to own, lease and operate their properties and assets, and to conduct their respective businesses as currently conducted or as may be required under applicable Law (each, a “License” and collectively, the “Licenses”). 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. (a) The businesses of each of Sprint and the Debtor and its Sprint Subsidiaries have not, since December 31, 2014, been, and are not being, been conducted in violation of any compliance with all federal, state, local or foreign lawlaws, statute or ordinancestatutes, common lawordinances, or any rulerules, regulationregulations, standardjudgments, Orderorders, injunctions, decrees, arbitration awards, agency requirementrequirements, license or permit licenses and permits of any all Governmental Entity Entities (each, a "Law" and collectively, “"Laws”"), except for violations that, individually or in where the aggregate, are not reasonably likely failure to have a Material Adverse Effect. To the Knowledge of the Debtor, as of the date of this Agreement, no investigation by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor or any of its Subsidiaries is pending or threatened in writing, nor has any Governmental Entity notified the Debtor in writing of an intention to conduct the same, except for such investigations or reviews the outcome of which are so comply would not, individually or in the aggregate, reasonably likely be expected to have a Material Adverse EffectEffect on Sprint. The Debtor Sprint and its the Sprint Subsidiaries each has obtained and is in compliance with all governmental permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and exemptions, 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”") necessary to conduct its business as presently conducted, except those failures or the absence of which would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect on Sprint (the "Sprint Material Licenses").

Compliance with Laws; Licenses. (a) The businesses of each of Sprint and the Debtor and its Sprint Subsidiaries have not, since December 31, 2014, been, and are not being, been conducted in violation of any compliance with all federal, state, local or foreign lawlaws, statute or ordinancestatutes, common lawordinances, or any rulerules, regulationregulations, standardjudgments, Orderorders, injunctions, decrees, arbitration awards, agency requirementrequirements, license or permit licenses and permits of any all Governmental Entity Entities (each, a “Law” and collectively, “Laws”), except for violations that, individually or in where the aggregate, are not reasonably likely failure to have a Material Adverse Effect. To the Knowledge of the Debtor, as of the date of this Agreement, no investigation by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor or any of its Subsidiaries is pending or threatened in writing, nor has any Governmental Entity notified the Debtor in writing of an intention to conduct the same, except for such investigations or reviews the outcome of which are so comply would not, individually or in the aggregate, reasonably likely be expected to have a Material Adverse EffectEffect on Sprint. The Debtor Sprint and its the Sprint Subsidiaries each has obtained and is in compliance with all governmental permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and exemptions, 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”) necessary to conduct its business as presently conducted, except those failures or the absence of which would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect on Sprint (the “Sprint Material Licenses”).