Common use of Compliance with Laws; Litigation Clause in Contracts

Compliance with Laws; Litigation. (a) The Company and its Subsidiaries are, and have been since December 31, 2013, in compliance in all respects with all applicable Laws, except as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has in the past three (3) years, received any written notice of any failure to comply with applicable Law, which failure to comply has not been remedied, except as would not, individually or in the aggregate, have a Material Adverse Effect. (b) Neither the Company nor its Subsidiaries nor any officers, directors or employees of the Company or its Subsidiaries nor any agents, representatives, or other persons associated with or acting on behalf of the Company or its Subsidiaries have, directly or indirectly, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity, or failed to disclose fully any such contributions, in each case in violation of Law, (ii) given, offered, promised, conspired or authorized to give, any money or thing of value to any Government Official for the purpose of influencing an act or decision of the Government Official, or inducing the Government Official to use his or her influence or position to affect any government act or decision relating in any way to the business of the Company, in violation of applicable Anti-Corruption Laws; or (iii) given, offered, promised, conspired or authorized to give, any money or thing of value to any Person (Government Official or private party) in violation of any applicable Anti-Corruption Laws, in the past five (5) years. Neither the Company nor its Subsidiaries have received any communication from a Governmental Entity that alleges that the Company or its Subsidiaries, or any of the officers, directors, employees, agents, or representatives of the Company or its Subsidiaries, or any other person associated with or acting on behalf of the Company or its Subsidiaries, is or may be in violation of, or has, or may have, any unresolved liability under, any applicable Anti-Corruption Laws. The Company and its Subsidiaries maintain policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption Laws. (c) There is no Action pending, or, to the Knowledge of the Company, threatened, against, or affecting, the Company or any of its Subsidiaries, or any of their respective properties or rights, which has had, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any outstanding Order except for any Orders that, individually or in the aggregate, have not had and would not have a Material Adverse Effect.

Compliance with Laws; Litigation. (a) The Company and its Subsidiaries areNo Action by or against Purchaser, and Parent or any Parent Subsidiary is pending or, to the Knowledge of Purchaser or Parent, threatened, which would be reasonably expected to result in a Purchaser MAE or have been since December 31a material adverse impact on the legality, 2013validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby or thereby. None of Purchaser, Parent or any Parent Subsidiary is subject to any material judgment, writ, injunction, settlement agreement, order or decree entered in compliance in all respects with all applicable Lawsany lawsuit or proceeding. There is no Governmental Order outstanding against Purchaser, except as would notParent or any Parent Subsidiary or any of their respective assets that, individually or in the aggregate, have has resulted or would reasonably be expected to result in a Material Adverse EffectPurchaser MAE. Neither the Company nor None of Purchaser, Parent or any of its Subsidiaries Parent Subsidiary has in the past three (3) years, received any written notice of notification of, and to Purchaser’s and Parent’s Knowledge there is no, investigation by any failure to comply with applicable Law, which failure to comply has not been remedied, except as would not, individually or in the aggregate, have a Material Adverse Effect. (b) Neither the Company nor its Subsidiaries nor any officers, directors or employees of the Company or its Subsidiaries nor any agents, representatives, or other persons associated with or acting on behalf of the Company or its Subsidiaries have, directly or indirectly, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity, or failed to disclose fully any such contributions, in each case in violation of Law, (ii) given, offered, promised, conspired or authorized to give, any money or thing of value to any Government Official for the purpose of influencing an act or decision of the Government Official, or inducing the Government Official to use his or her influence or position to affect any government act or decision relating in any way to the business of the Company, in violation of applicable Anti-Corruption Laws; or (iii) given, offered, promised, conspired or authorized to give, any money or thing of value to any Person (Government Official or private party) in violation of any applicable Anti-Corruption Laws, in the past five (5) years. Neither the Company nor its Subsidiaries have received any communication from a Governmental Entity that alleges that the Company or its Subsidiaries, or Authority involving any of the officers, directors, employees, agents, or representatives of the Company or its Subsidiaries, or any other person associated with or acting on behalf of the Company or its Subsidiaries, is or may be in violation of, or has, or may have, any unresolved liability under, any applicable Anti-Corruption Laws. The Company and its Subsidiaries maintain policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption Laws. (c) There is no Action pending, or, to the Knowledge of the Company, threatened, against, or affecting, the Company or any of its Subsidiaries, them or any of their respective properties or rights, which has had, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any outstanding Order except for any Orders assets that, individually or in the aggregate, have resulted or would reasonably be expected to result in a Purchaser MAE. (b) None of Purchaser, Parent or any Parent Subsidiary is in violation of, and for the past three (3) years, none of Purchaser, Parent or any Parent Subsidiary has been given written or, to the Knowledge of Purchaser and Parent, oral notice of or been charged with any violation of, any Law or Governmental Order applicable to any of them or any of their respective assets and properties by , or investigation, audit or review with respect to, any of them, except for such violations, investigations, audits or reviews that have not had and would not have a Material Adverse Effectreasonably be expected to, individually or in the aggregate, result in material liability to Purchaser or Parent or otherwise interfere in any material respect with the conduct of their respective businesses as currently conducted or result in any criminal or quasi-criminal Action. (c) Each of Purchaser, Parent and the Parent Subsidiaries possesses all Permits required under applicable Law or necessary to conduct its business in all material respects as presently conducted and is in compliance in all material respects with the terms of the Permits, and no event has occurred which, with notice or the lapse of time or both, would cause any of them not to be in compliance in all material respects with, or would allow revocation or termination of, or would result in any other material impairment of the rights of the holder of, any such Permit. None of Purchaser, Parent or any Parent Subsidiary has received written or, to Purchaser’s and Parent’s Knowledge, oral notice claiming that any Permit may be terminated, revoked, suspended, limited or modified or may not be renewed except where such revocation, suspension, modification or limitation has not resulted, and would not reasonably be expected to result in, material liability to the business of Parent and its subsidiaries or otherwise materially interfere with the conduct of the business of Parent and its subsidiaries in substantially the manner currently conducted.

Compliance with Laws; Litigation. (a) The Company and its Subsidiaries areExcept as set forth in Section 2.8(a) of the Seller Disclosure Schedule, and have been since December 31, 2013, Seller has operated the Business at all times in compliance in all material respects with all applicable LawsLaws (including any applicable environmental, except as would notlabor, individually export control or in the aggregateforeign corrupt practices Law) to which Seller is or was subject. Seller has not received any notice or, have a Material Adverse Effectto Seller’s Knowledge, other communication from any Governmental Authority or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any applicable Law. Neither the Company Seller nor any of its Subsidiaries has in the past three (3) yearsdirectors, received any written notice of any failure to comply with applicable Law, which failure to comply has not been remedied, except as would not, individually or in the aggregate, have a Material Adverse Effect. (b) Neither the Company nor its Subsidiaries nor any officers, directors officers or employees of the Company or, to Seller’s Knowledge, any agents or its Subsidiaries nor any agents, representatives, or other persons associated with or Person acting on behalf of the Company or its Subsidiaries any such Person have, directly or indirectlywith respect to the Business, (ia) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activityactivity or (b) made any unlawful payment to any government official or employee or any political party or campaign or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions. This Section 2.8(a) does not address or otherwise encompass the Intellectual Property matters covered in Section 2.11. (b) As of the date hereof, except as set forth on Section 2.8(b) of the Seller Disclosure Schedule, (i) no Order is in effect, (ii) there is no Action or governmental investigation pending or, to Seller’s Knowledge, threatened against Seller; and (iii) there is no Action by Seller pending, or failed that Seller intends to disclose fully initiate, against any such contributionsother Person, in each case in violation of Law, that (iiA) given, offered, promised, conspired relates to the Business or authorized the Purchased Assets or (B) seeks to give, any money restrain or thing of value to any Government Official for enjoin the purpose of influencing an act or decision consummation of the Government OfficialTransactions. To Seller’s Knowledge, there is no reasonable basis for any Person to assert a claim against Seller related to or inducing the Government Official to use his or her influence or position to affect any government act or decision relating in any way to the business arising out of the CompanyPurchased Assets, in violation of applicable Anti-Corruption Laws; including based upon Seller entering into this Agreement or (iii) given, offered, promised, conspired or authorized to give, any money or thing of value to any Person (Government Official or private party) in violation of any applicable Anti-Corruption Laws, in the past five (5) years. Neither the Company nor its Subsidiaries have received any communication from a Governmental Entity that alleges that the Company or its Subsidiaries, or any of the officers, directors, employees, agents, or representatives of the Company or its Subsidiaries, or any other person associated with or acting on behalf of the Company or its Subsidiaries, is or may be in violation of, or has, or may have, any unresolved liability under, any applicable Anti-Corruption Laws. The Company and its Subsidiaries maintain policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption LawsTransactions. (c) There In addition, with regard to each of Distributor: (i) to Seller’s Knowledge, each Distributor has operated its Distributor Business at all times in compliance in all material respects with all applicable Laws (including any applicable environmental, labor, export control or foreign corrupt practices Law) to which such Distributor is or was subject, (ii) Seller has not received any notice or, to Seller’s Knowledge, other communication from any Governmental Authority or any other Person regarding any actual, alleged, possible or potential violation of, or failure by any Distributor to comply with, any applicable Law, (iii) as of the date hereof, except as set forth on Section 2.8(c) of the Seller Disclosure Schedule, to Seller’s Knowledge (A) no Order is in effect, (B) there is no Action or governmental investigation pending or threatened against any Distributor, and (C) there is no Action by any Distributor pending, oror that a Distributor intends to initiate, to the Knowledge of the Companyagainst any other Person, threatened, against, or affecting, the Company or any of its Subsidiaries, or any of their respective properties or rights, which has had, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject each case that relates to any outstanding Order except for any Orders that, individually or in the aggregate, have not had and would not have a Material Adverse EffectDistributor Business.

Compliance with Laws; Litigation. (a) The Company and its Subsidiaries areNo Action by or against Purchaser, and Parent or any Parent Subsidiary is pending or, to the Knowledge of Purchaser or Parent, threatened, which would be reasonably expected to result in a Purchaser MAE or have been since December 31a material adverse impact on the legality, 2013validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby or thereby. None of Purchaser, Parent or any Parent Subsidiary is subject to any material judgment, writ, injunction, settlement agreement, order or decree entered in compliance in all respects with all applicable Lawsany lawsuit or proceeding. There is no Governmental Order outstanding against Purchaser, except as would notParent or any Parent Subsidiary or any of their respective assets that, individually or in the aggregate, have has resulted or would reasonably be expected to result in a Material Adverse EffectPurchaser MAE. Neither the Company nor None of Purchaser, Parent or any of its Subsidiaries Parent Subsidiary has in the past three (3) years, received any written notice of notification of, and to Purchaser’s and Parent’s Knowledge there is no, investigation by any failure to comply with applicable Law, which failure to comply has not been remedied, except as would not, individually or in the aggregate, have a Material Adverse Effect. (b) Neither the Company nor its Subsidiaries nor any officers, directors or employees of the Company or its Subsidiaries nor any agents, representatives, or other persons associated with or acting on behalf of the Company or its Subsidiaries have, directly or indirectly, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity, or failed to disclose fully any such contributions, in each case in violation of Law, (ii) given, offered, promised, conspired or authorized to give, any money or thing of value to any Government Official for the purpose of influencing an act or decision of the Government Official, or inducing the Government Official to use his or her influence or position to affect any government act or decision relating in any way to the business of the Company, in violation of applicable Anti-Corruption Laws; or (iii) given, offered, promised, conspired or authorized to give, any money or thing of value to any Person (Government Official or private party) in violation of any applicable Anti-Corruption Laws, in the past five (5) years. Neither the Company nor its Subsidiaries have received any communication from a Governmental Entity that alleges that the Company or its Subsidiaries, or Authority involving any of the officers, directors, employees, agents, or representatives of the Company or its Subsidiaries, or any other person associated with or acting on behalf of the Company or its Subsidiaries, is or may be in violation of, or has, or may have, any unresolved liability under, any applicable Anti-Corruption Laws. The Company and its Subsidiaries maintain policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption Laws. (c) There is no Action pending, or, to the Knowledge of the Company, threatened, against, or affecting, the Company or any of its Subsidiaries, them or any of their respective properties or rights, which has had, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any outstanding Order except for any Orders assets that, individually or in the aggregate, have resulted or would reasonably be expected to result in a Purchaser MAE. (b) None of Purchaser, Parent or any Parent Subsidiary is in violation of, and for the past three (3) years, none of Purchaser, Parent or any Parent Subsidiary has been given written or, to the Knowledge of Purchaser and Parent, oral notice of or been charged with any violation of, any Law or Governmental Order applicable to any of them or any of their respective assets and properties by, or investigation, audit or review with respect to, any of them, except for such violations, investigations, audits or reviews that have not had and would not have a Material Adverse Effectreasonably be expected to, individually or in the aggregate, result in material liability to Purchaser or Parent or otherwise interfere in any material respect with the conduct of their respective businesses as currently conducted or result in any criminal or quasi-criminal Action. (c) Each of Purchaser, Parent and the Parent Subsidiaries possesses all Permits required under applicable Law or necessary to conduct its business in all material respects as presently conducted and is in compliance in all material respects with the terms of the Permits, and no event has occurred which, with notice or the lapse of time or both, would cause any of them not to be in compliance in all material respects with, or would allow revocation or termination of, or would result in any other material impairment of the rights of the holder of, any such Permit. None of Purchaser, Parent or any Parent Subsidiary has received written or, to Purchaser’s and Parent’s Knowledge, oral notice claiming that any Permit may be terminated, revoked, suspended, limited or modified or may not be renewed except where such revocation, suspension, modification or limitation has not resulted, and would not reasonably be expected to result in, material liability to the business of Parent and its subsidiaries or otherwise materially interfere with the conduct of the business of Parent and its subsidiaries in substantially the manner currently conducted.

Compliance with Laws; Litigation. (a) The No Company and its Subsidiaries areis in violation of, and have been since December 31, 2013, in compliance in all respects with all applicable Laws, except as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has in for the past three (3) years, received any no Company has been given written or, to Seller’s Knowledge, oral notice of or been charged with any failure violation of, any Law or Governmental Order applicable to comply any of the Companies or any of their respective Assets and properties by, or investigation, audit or review with applicable Lawrespect to, which failure to comply has any of the Companies except for such violations, investigations, audits or reviews that have not been remedied, except as and would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectresult in material liability to any Company or otherwise interfere in any material respect with the conduct of their respective businesses as currently conducted or result in any criminal or quasi-criminal Action. (b) Neither The Companies have the Company nor its Subsidiaries nor any officers, directors or employees Permits set forth in Section 3.10(b) of the Seller Disclosure Schedule as of the date hereof, which represent all such Permits required under applicable Law or necessary to conduct its business in all material respects as presently conducted and are in compliance in all material respects with the terms of the Permits, and no event has occurred which, with notice or the lapse of time or both, would cause any Company or its Subsidiaries nor any agents, representativesnot to be in compliance in all material respects with, or other persons associated with would allow revocation or acting on behalf of the Company or its Subsidiaries have, directly or indirectly, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity, or failed to disclose fully any such contributions, in each case in violation of Law, (ii) given, offered, promised, conspired or authorized to give, any money or thing of value to any Government Official for the purpose of influencing an act or decision of the Government Official, or inducing the Government Official to use his or her influence or position to affect any government act or decision relating in any way to the business of the Company, in violation of applicable Anti-Corruption Laws; or (iii) given, offered, promised, conspired or authorized to give, any money or thing of value to any Person (Government Official or private party) in violation of any applicable Anti-Corruption Laws, in the past five (5) years. Neither the Company nor its Subsidiaries have received any communication from a Governmental Entity that alleges that the Company or its Subsidiaries, or any of the officers, directors, employees, agents, or representatives of the Company or its Subsidiaries, or any other person associated with or acting on behalf of the Company or its Subsidiaries, is or may be in violation termination of, or haswould result in any other material impairment of the rights of the holder of, any such Permit. No Company has received written or, to Seller’s Knowledge, oral notice claiming that any Permit may be terminated, revoked, suspended, limited or modified or may havenot be renewed except where such revocation, any unresolved suspension, modification or limitation has not resulted, and would not reasonably be expected to result in material liability under, any applicable Anti-Corruption Laws. The Company and its Subsidiaries maintain policies and procedures reasonably designed to ensure compliance the Business or otherwise materially interfere with all applicable Anti-Corruption Lawsthe conduct of the Business in substantially the manner currently conducted. (c) There is no Action pending, pending or, to the Knowledge of the CompanySeller’s Knowledge, threatened, against, threatened against or affecting, the Company affecting Seller or any of its Subsidiariesthe Companies or their respective Assets, or any officers or directors of any Company in their capacities as such, at Law or in equity or before or by any Governmental Authority that would result in material liability to the Business or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted or would affect the legality, validity or enforceability of this Agreement or the Ancillary Documents, or the consummation of the transactions contemplated hereby or thereby. None of the Companies are subject to any judgment, writ, injunction, settlement agreement, order or decree entered in any lawsuit or proceeding. There is no Governmental Order outstanding against any Company or any of their respective properties or rights, which has hadAssets that, individually or in the aggregate, a Material Adverse Effecthas resulted or would reasonably be expected to result in material liability to any Company or otherwise interfere in any respect with the conduct of their respective businesses as currently conducted or result in any criminal or quasi-criminal Action. Neither the No Company nor has received any written notification of, and to Seller’s Knowledge there is no, investigation by any Governmental Authority involving any Company or any of its Subsidiaries is subject to any outstanding Order except for any Orders their respective Assets that, individually or in the aggregate, have resulted or would reasonably be expected to result in material liability to any Company or otherwise interfere in any material respect with the conduct of their respective businesses as currently conducted or result in any criminal or quasi-criminal Action. (d) This Section 3.10 does not had and would not have a Material Adverse Effectrelate to matters with respect to Taxes.