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

Compliance with Laws; Permits and Licenses. (a) The operations of the Business and the Subject Companies are and since January 1, 2014 have been conducted in compliance in all material respects with all Applicable Laws. No Subject Company or any Seller or other Subsidiary thereof (to the extent affecting or relating to the Business) is in material default under any Applicable Law or, to the Knowledge of the Sellers, is under investigation by any Governmental Authority with respect to any material violation of any Applicable Law. Each Subject Company holds, and at all times as required by Applicable Law has held, all material permits, certificates, licenses, Governmental Approvals and other authorizations of any Governmental Authority (“Permits”) that are necessary for the operation of its business as presently conducted or the ownership, operation or use by such Subject Company of its properties, assets and rights, except where the failure to hold any such Permit would not, individually or in the aggregate, be Material to a Reasonable Investor. All Permits held by the Subject Companies are in full force and effect and are not subject to any suspension, cancellation or revocation or any Proceedings related thereto, and, to the Knowledge of the Sellers, no such suspension, cancellation, modification or revocation or Proceeding is threatened. Each of the Subject Companies is in compliance in all material respects with all the Permits held it. As of the date hereof, none of the Subject Companies or the Sellers or other Subsidiaries thereof has received any written notification from any Governmental Authority asserting that any Subject Company is not in compliance with any Applicable Law that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit, except where such noncompliance, revocation or suspension would not, individually or in the aggregate, be Material to a Reasonable Investor.

Compliance with Laws; Permits and Licenses. (a) The operations of the Business Company and the Subject Companies its Subsidiaries are and since January 1, 2014 have been conducted in compliance in all material respects with all Applicable Laws. No Subject Neither the Company or nor any Seller or other Subsidiary thereof (to the extent affecting or relating to the Business) of its Subsidiaries is in material default under any Applicable Law or, to the Knowledge of the SellersCompany, there is under no investigation by any Governmental Authority with respect to any material violation of any Applicable Law. Each Subject The Company holdsand its Subsidiaries hold, and at all times as required by Applicable Law has have held, all material permits, certificates, licenses, Governmental Approvals and other authorizations of any Governmental Authority (“Permits”) that are necessary for the operation of its their business as presently conducted or the ownership, operation or use by such Subject the Company and its Subsidiaries of its their properties, assets and rights, except where the failure to hold any such Permit would not, individually or in the aggregate, be Material to a Reasonable Investor. All Permits held by the Subject Companies Company and its Subsidiaries are in full force and effect and are not subject to any suspension, cancellation cancellation, modification or revocation or any Proceedings related thereto, and, to the Knowledge of the SellersCompany, no such suspension, cancellation, modification or revocation or Proceeding is threatened. Each of the Subject Companies is The Company and its Subsidiaries are in compliance in all material respects with all the Permits held itby them. As of the date hereof, none of the Subject Companies or the Sellers or other Subsidiaries thereof Company has not received any written notification from any Governmental Authority asserting that any Subject the Company or its Subsidiaries is not in compliance with any Applicable Law that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit, except where such noncompliance, revocation or suspension would not, individually or in the aggregate, be Material to a Reasonable Investor.

Compliance with Laws; Permits and Licenses. (a) The operations of the Business Trilantic Parties and the Subject Companies Trilantic Funds are and being and, since January 1, 2014 2007, have been been, conducted in compliance in all material respects with all Applicable applicable Laws, in each case, except for such violations and non-compliance as would not reasonably be expected to have a Material Adverse Effect. No Subject Company or any Seller or other Subsidiary thereof (to the extent affecting or relating to the Business) is in material default under any Applicable Law or, to the Knowledge Each of the Sellers, is under investigation by any Governmental Authority with respect to any material violation of any Applicable Law. Each Subject Company holds, Trilantic Parties and at the Trilantic Funds holds all times as required by Applicable Law has held, all material permits, certificates, licenses, Governmental Approvals approvals, orders and other authorizations of any Governmental Authority (“Permits”) that of each Governmental Entity which are necessary for the operation business and operations of its business as presently conducted or the ownership, operation or use by such Subject Company of its properties, assets Trilantic Parties and rightsthe Trilantic Funds, except where the failure to hold any such Permit Permits would notnot reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 4.10 of the Trilantic Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, be Material to a Reasonable Investor. All (a) such Permits held by the Subject Companies are valid and in full force and effect and are not subject to any suspensioneffect, cancellation or revocation or any Proceedings related thereto, and, to the Knowledge (b) none of the SellersTrilantic Parties or the Trilantic Funds is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such suspensionPermits and (c) none of such Permits will be terminated or impaired or become terminable, cancellationin whole or in part, modification or revocation or Proceeding is threatened. Each as a result of the Subject Companies is Transactions. Except as set forth in compliance in all material respects with all the Permits held it. As Section 4.10 of the date hereofTrilantic Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect, none of the Subject Companies Trilantic Parties or the Sellers or other Subsidiaries thereof Trilantic Funds has received any written or, to the knowledge of the Trilantic Parties and the Trilantic Funds, oral notification from any Governmental Authority Entity asserting that any Subject Company is not in compliance with any Applicable Law that such Governmental Authority enforces or that such Governmental Authority Entity intends to revoke or suspend any Permit, except where such noncompliance, revocation or suspension would not, individually or in Permit necessary for the aggregate, be Material to a Reasonable Investoroperation of the business and operations of the Trilantic Parties and the Trilantic Funds.

Compliance with Laws; Permits and Licenses. Except as is disclosed on Schedules 2.17 or 2.19, (a) The operations the Company is in compliance with all laws, decrees, decisions, rulings, judgments, orders, ordinances, regulations and other pronouncements adopted, rendered or otherwise issued by any federal, state, regional, municipal or local governmental authority, agency, board, body, court or instrumentality of the Business United States of America and any other jurisdiction applicable to the Subject Companies are and Company, except such instances of non-compliance as will not, individually or in the aggregate, have a Material Adverse Effect, (b) no claims, complaints, audits or investigations from or by any governmental authorities or other parties have been asserted or received by the Company since January 1, 2014 1996 alleging that the Company is in violation of any applicable building, zoning or other law, ordinance or regulation in relation to its business, plants, warehouses, distribution centers, structures or other buildings or equipment, or the operation thereof, that should the claimant or complainant prevail would have, individually or in the aggregate, a Material Adverse Effect, (c) to the knowledge of Seller, there are no claims or complaints from any governmental authorities or other persons that are threatened of the type referred to in clause (b) above that should the claimant or complainant prevail would have been conducted in compliance in a Material Adverse Effect and (d) the Company has not received notice from any governmental authorities of any pending proceedings to take all material respects with all Applicable Laws. No Subject Company or any Seller part of the properties of the Company (whether leased or other Subsidiary thereof (to the extent affecting owned) by condemnation or relating to the Business) is in material default under any Applicable Law orright of eminent domain and, to the Knowledge knowledge of the SellersSeller, is under investigation by any Governmental Authority with respect to any material violation of any Applicable Lawno such proceedings are threatened. Each Subject Company holds, and at Schedule 2.19 sets forth all times as required by Applicable Law has held, all material governmental permits, certificates, licenses, Governmental Approvals licenses and other authorizations of any Governmental Authority (“Permits”) that are necessary for the operation of its business the businesses of the Company as presently conducted or and for the ownership, operation or use occupancy of the properties owned or used by the Company in the business. All such Subject licenses, permits and authorizations are validly held by the Company, the Company of its properties, assets has complied with all terms and rightsconditions thereof, except where the failure to hold any such Permit instances of non-compliance as would not, individually or in the aggregate, have a Material Adverse Effect, and the same will not be Material to a Reasonable Investor. All Permits held by the Subject Companies are in full force and effect and are not subject to any suspension, cancellation or revocation or any Proceedings related thereto, and, to the Knowledge of the Sellers, no such suspension, cancellation, modification or revocation or Proceeding is threatened. Each of the Subject Companies is in compliance in all material respects with all the Permits held it. As of the date hereof, none of the Subject Companies or the Sellers or other Subsidiaries thereof has received any written notification from any Governmental Authority asserting that any Subject Company is not in compliance with any Applicable Law that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit, except where such noncompliancemodification, revocation or suspension would not, individually nonrenewal as a result of the execution and delivery of this Agreement or in the aggregate, be Material to a Reasonable Investorconsummation of the transactions contemplated hereby.

Compliance with Laws; Permits and Licenses. (a) The operations of the Business and each of the Subject Companies and FG (with respect to the FG Transferred Business only) are being, and at all times since January 1, 2014 2000 have been been, conducted in compliance compliance, in all material respects respects, with all Applicable Laws. No Laws to which Seller, any Subject Company or any Seller FG (with respect to the FG Transferred Business only) is subject, including all state usury, state "high cost" or "predatory lending" laws, consumer lending and insurance laws, the Truth in Lending Act, the Real Estate Settlement Procedures Act, the Consumer Credit Reporting Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Homeowners Ownership and Equity Protection Act, the Fair Debt Collection Practices Act and other applicable federal state and local laws regulating lending, servicing loans or selling credit or other Subsidiary thereof insurance, and neither the Subject Companies nor FG (with respect to the extent affecting or relating to the BusinessFG Transferred Business only) is in material conflict with, is in default under any Applicable Law of, or has since January 1, 2000 been charged in writing (or, to the Knowledge of the SellersSeller, is under investigation otherwise been charged) by any Governmental Authority with respect to any a material violation of any any, Applicable Law. Each of the Subject Company holds, Companies and at all times as required by Applicable Law has held, FG (with respect to the FG Transferred Business only) holds all material permits, certificates, licenses, Governmental Approvals approvals and other authorizations ("Permits") of any each Governmental Authority (“Permits”) that which are necessary for the operation of its business (but, with respect to FG, only the FG Transferred Business) as presently conducted or the ownership, operation or use by and all such Subject Company of its properties, assets and rights, except where the failure to hold any such Permit would not, individually or in the aggregate, be Material to a Reasonable Investor. All material Permits held by the Subject Companies are in full force and effect and are not subject to any suspension, cancellation or revocation or any Proceedings related thereto, and, to the Knowledge effect. Except as set forth in Section 4.9 of the SellersSeller Disclosure Schedule, no such suspensionsince January 1, cancellation, modification or revocation or Proceeding is threatened. Each of the Subject Companies is in compliance in all material respects with all the Permits held it. As of the date hereof2000, none of the Subject Companies or FG (with respect to the Sellers or other Subsidiaries thereof FG Transferred Business only) has received any written or, to the Knowledge of Seller, oral notification from any Governmental Authority asserting that any Subject Company such Person is not in compliance with any Applicable Law of the statutes, regulations or ordinances that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any such Permit, except where such noncompliance, revocation or suspension would not, individually or in the aggregate, be Material to a Reasonable Investor.

Compliance with Laws; Permits and Licenses. (a) The operations of the Business and each of the Subject Companies are and being and, since January 1, 2014 2003, have been been, conducted in compliance in all material respects with all Applicable Laws. No Subject Company or any Seller or other Subsidiary thereof (, except where the failure to the extent affecting or relating so comply would not reasonably be expected to the Business) is in material default under any Applicable Law orhave a Material Adverse Effect, and, to the Knowledge of Seller, none of the SellersSubject Companies has been charged or is or has been since January 1, is 2003 under investigation by any Governmental Authority with respect to any material violation violations of any Applicable LawLaws. Each of the Subject Company holds, and at Companies holds all times as required by Applicable Law has held, all material permits, certificates, licenses, Governmental Approvals approvals, orders and other authorizations of any Governmental Authority (“Permits”) that of each Governmental Authority which are necessary for the operation of its business as presently conducted or the ownership, operation or use by such Subject Company of its properties, assets and rightsBusiness, except where the failure to hold any such Permit would notnot reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 4.9 of the Seller Disclosure Letter, individually or in (i) the aggregate, be Material to a Reasonable Investor. All material Permits held by the Subject Companies are valid and in full force and effect effect, (ii) neither the Company nor any of its Subsidiaries is in default under, and are not subject to any suspensionno condition exists that with notice or lapse of time or both would constitute a default under, cancellation or revocation or any Proceedings related thereto, and, to the Knowledge material Permits and (iii) none of the Sellersmaterial Permits will be terminated or impaired or become terminable, no such suspensionin whole or in part, cancellation, modification or revocation or Proceeding is threatened. Each as a result of the Subject Companies is transactions contemplated hereby. Except as set forth in compliance in all material respects with all the Permits held it. As Section 4.9 of the date hereofSeller Disclosure Letter, since January 1, 2004, none of the Subject Companies or the Sellers or other Subsidiaries thereof has received any written or, to the Knowledge of Seller, oral notification from any Governmental Authority asserting that any Subject Company Person is not in compliance with any Applicable Law of the statutes, regulations or ordinances that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit, except where such noncompliance, revocation or suspension would not, individually or in the aggregate, not reasonably be expected to have a Material to a Reasonable InvestorAdverse Effect.

Compliance with Laws; Permits and Licenses. Except as is disclosed on Schedules 2.17 and 2.19, (a) The operations the Company is in compliance with all laws, decrees, decisions, rulings, judgments, orders, ordinances, regulations and other pronouncements adopted, rendered or otherwise issued by any federal, state, regional, municipal or local governmental authority, agency, board, body, court or instrumentality of the Business United States of America and any other jurisdiction applicable to the Subject Companies are and Company, except such instances of non-compliance as will not, individually or in the aggregate, have a Material Adverse Effect, (b) no claims, complaints, audits or investigations from or by any governmental authorities or other parties have been asserted or received by the Company since January 1, 2014 1996 alleging that the Company is in violation of any applicable building, zoning or other law, ordinance or regulation in relation to its business, plants, warehouses, distribution centers, structures or other buildings or equipment, or the operation thereof, that should the claimant or complainant prevail would have, individually or in the aggregate, a Material Adverse Effect, (c) to the knowledge of Seller, there are no claims or complaints from any governmental authorities or other persons that are threatened of the type referred to in clause (b) above that should the claimant or complainant prevail would have been conducted in compliance in a Material Adverse Effect and (d) the Company has not received notice from any governmental authorities of any pending proceedings to take all material respects with all Applicable Laws. No Subject Company or any Seller part of the properties of the Company (whether leased or other Subsidiary thereof (to the extent affecting owned) by condemnation or relating to the Business) is in material default under any Applicable Law orright of eminent domain and, to the Knowledge knowledge of the SellersSeller, is under investigation by any Governmental Authority with respect to any material violation of any Applicable Lawno such proceedings are threatened. Each Subject Company holds, and at Schedule 2.19 sets forth all times as required by Applicable Law has held, all material governmental permits, certificates, licenses, Governmental Approvals licenses and other authorizations of any Governmental Authority (“Permits”) that are necessary for the operation of its business the businesses of the Company as presently conducted or and for the ownership, operation or use occupancy of the properties owned or used by the Company in the business. All such Subject licenses, permits and authorizations are validly held by the Company, the Company of its properties, assets has complied with all terms and rightsconditions thereof, except where the failure to hold any such Permit instances of non-compliance as would not, individually or in the aggregate, have a Material Adverse Effect, and the same will not be Material to a Reasonable Investor. All Permits held by the Subject Companies are in full force and effect and are not subject to any suspension, cancellation or revocation or any Proceedings related thereto, and, to the Knowledge of the Sellers, no such suspension, cancellation, modification or revocation or Proceeding is threatened. Each of the Subject Companies is in compliance in all material respects with all the Permits held it. As of the date hereof, none of the Subject Companies or the Sellers or other Subsidiaries thereof has received any written notification from any Governmental Authority asserting that any Subject Company is not in compliance with any Applicable Law that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit, except where such noncompliancemodification, revocation or suspension would not, individually nonrenewal as a result of the execution and delivery of this Agreement or in the aggregate, be Material to a Reasonable Investorconsummation of the transactions contemplated hereby.

Compliance with Laws; Permits and Licenses. (a) The operations Neither the Company nor any of the Business and the Subject Companies are and since January 1, 2014 have been conducted in compliance in all material respects with all Applicable Laws. No Subject Company or any Seller or other Subsidiary thereof (to the extent affecting or relating to the Business) its Subsidiaries is in material default under any Applicable Law or, to the Knowledge of the Sellers, is under investigation by any Governmental Authority with respect to any material violation of any Applicable LawLaw except for such Applicable Laws which the failure to be in compliance would not (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the Transactions. Each Subject The Company holds, and at each of its Subsidiaries has obtained all times as required by Applicable Law has held, all material governmental permits, certificates, licenses, Governmental Approvals franchises and other authorizations of any Governmental Authority (“Permits”) that are necessary required for the operation Company and each of its Subsidiaries to conduct its business as presently currently conducted (collectively, “Governmental Licenses”), except for those of which the failure to obtain would not (i) have a Material Adverse Effect or (ii) prevent or materially delay the ownership, operation or use by such Subject consummation of the Transactions. The Company and each of its properties, assets Subsidiaries is in compliance with the terms and rightsconditions of all such Governmental Licenses, except where the failure to hold any such Permit so comply would not, individually singly or in the aggregate, reasonably be expected to (i) have a Material to a Reasonable InvestorAdverse Effect or (ii) prevent or materially delay the consummation of the Transactions. All Permits held by of the Subject Companies Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect and are would not subject reasonably be expected to any suspension(i) have a Material Adverse Effect, cancellation or revocation (ii) prevent or any Proceedings related thereto, and, to materially delay the Knowledge consummation of the Sellers, no such suspension, cancellation, modification or revocation or Proceeding is threatenedTransactions. Each Neither the Company nor any of the Subject Companies is in compliance in all material respects with all the Permits held it. As of the date hereof, none of the Subject Companies or the Sellers or other its Subsidiaries thereof has received any written notification from notice of proceedings relating to the revocation or modification of any Governmental Authority asserting that any Subject Company is not in compliance with any Applicable Law that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any PermitLicenses which, except where such noncompliance, revocation or suspension would not, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the Transactions. There exists no reason or cause that could justify the variation, suspension, cancellation or termination of any such Governmental Licenses held by the Company or any of its Subsidiaries with respect to the current or contemplated operation of their respective businesses, which variation, suspension, cancellation or termination would reasonably be expected to (i) have a Reasonable InvestorMaterial Adverse Effect or (ii) prevent or materially delay the consummation of the Transactions.

Compliance with Laws; Permits and Licenses. (a) The operations of the Business Company and the Subject Companies its Subsidiaries are and since January 1, 2014 have been conducted in compliance and have complied in all material respects with all Applicable Laws. No Subject Company or any Seller or other Subsidiary thereof (laws, statutes, rules, regulations, codes and ordinances applicable to the extent affecting or relating to the Business) is in material default under any Applicable Law ortheir respective business, to the Knowledge of the Sellers, is under investigation by any Governmental Authority with respect to any material violation of any Applicable Law. Each Subject Company holdsproperties and operations, and at all times as required by Applicable Law has held, have secured all material permits, certificatesauthorizations and licenses issued by federal, state, local and foreign agencies and authorities, applicable to their business, properties, Employees and operations. There have been no claims made or threatened against the Company or any Subsidiary arising out of, relating to or alleging any violation of any of the foregoing, except for claims which are no longer pending or which are set forth on Schedule 3.25(a) hereto. Except as set forth on Schedule 3.25(b) lists the Company and its Subsidiaries have all material permits, licenses, Governmental Approvals approvals, franchises, notices and other authorizations of issued by any Governmental Authority Entity (“collectively, "Permits”") that are necessary for the operation Company and its Subsidiaries to operate their business. The Company and its Subsidiaries are in compliance in all respects with all terms required for the continued effectiveness of each such Permit, and there is not pending, or to the knowledge of the Management Shareholders, threatened non-renewal or revocation of any such Permit. No other Permits, in addition to the Permits currently held by the Company and its Subsidiaries, are necessary to conduct the business of the Company and its Subsidiaries as it is now conducted. All such Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Permits will be adversely affected by consummation of the transactions contemplated hereby. Neither any present or former shareholders of the Company or any Subsidiary or Employees, or any other Person, holds, owns or has any proprietary, financial or other interest (direct or indirect) in any Permits which the Company or any of its Subsidiaries owns, possesses or uses in the conduct of its business as presently conducted now or the ownership, operation or use by such Subject Company of its properties, assets and rights, except where the failure to hold any such Permit would not, individually or in the aggregate, be Material to a Reasonable Investor. All Permits held by the Subject Companies are in full force and effect and are not subject to any suspension, cancellation or revocation or any Proceedings related thereto, and, to the Knowledge of the Sellers, no such suspension, cancellation, modification or revocation or Proceeding is threatened. Each of the Subject Companies is in compliance in all material respects with all the Permits held it. As of the date hereof, none of the Subject Companies or the Sellers or other Subsidiaries thereof has received any written notification from any Governmental Authority asserting that any Subject Company is not in compliance with any Applicable Law that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit, except where such noncompliance, revocation or suspension would not, individually or in the aggregate, be Material to a Reasonable Investorpreviously conducted.

Compliance with Laws; Permits and Licenses. (aExcept as set forth in Schedule 4(g) The operations of hereto, the Business Company and the Subject Companies are and since January 1, 2014 have been conducted in compliance in all material respects with all Applicable Laws. No Subject Company or any Seller or other each Subsidiary thereof (to the extent affecting or relating to the Business) is in material default under any Applicable Law or, to the Knowledge of the Sellers, is under investigation by any Governmental Authority with respect to any material violation of any Applicable Law. Each Subject Company holds, and at all times as required by Applicable Law has held, all material permits, certificates, licenses, Governmental Approvals and other authorizations of any Governmental Authority (“Permits”) that are necessary for the operation of its business as presently conducted or the ownership, operation or use by such Subject Company of its properties, assets and rights, except where the failure to hold any such Permit would not, individually or in the aggregate, be Material to a Reasonable Investor. All Permits held by the Subject Companies are in full force and effect and are not subject to any suspension, cancellation or revocation or any Proceedings related thereto, and, to the Knowledge of the Sellers, no such suspension, cancellation, modification or revocation or Proceeding is threatened. Each of the Subject Companies is in compliance in all material respects with all Federal, state, local, territorial or foreign laws, ordinances and regulations, and all judgments, awards, orders, writs, injunctions and decrees, with which it is or was required to comply and has received no notice of any failure to comply which remains uncorrected. The Company is a registered broker-dealer in every state of the United States and in the District of Columbia, and except as set forth in Schedule 4(g) hereto, the Company and each Subsidiary has obtained and is now in possession of all governmental permits, licenses, approvals, authorizations, permissions and similar filings including, without limitation, all registrations, licenses and authorizations required by the Securities and Exchange Commission (the "SEC"), the Internal Revenue Service, the Commodity Futures Trading Commission, the NASD, federal or state banking authorities, state insurance authorities (including those required of third party administrators), state securities authorities and the CSE, those relating to environmental laws, occupational safety and health and equal employment practices (collectively, the "Permits") that are required for the operation of the business of the Company and each of its Subsidiaries. Except as set forth in Schedule 4(g) hereto, no notice, citation, summons or order has been issued, no complaint has been filed and no penalty has been assessed which is outstanding or has not been resolved by the Company or any Subsidiary, and no investigation or review is pending or threatened, by any governmental, self-regulatory or other entity with respect to the Permits. The Permits are in full force and effect and provided the notice, consent or approval requirements set forth in Schedule 4(d) are satisfied, the Permits held it. As shall not be affected by the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries have provided access to the Buyer to true, complete and correct copies of all correspondence between the Company, any Subsidiary and any regulatory authority during the one year preceding the date hereof, none of the Subject Companies or the Sellers or other Subsidiaries thereof has received any written notification from any Governmental Authority asserting that any Subject Company is not in compliance with any Applicable Law that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit, except where such noncompliance, revocation or suspension would not, individually or in the aggregate, be Material to a Reasonable Investorthis Agreement.

Compliance with Laws; Permits and Licenses. (a) The operations of the Business and ARC and the Subject Companies are and since January 1, 2014 2012 have been conducted in compliance in all material respects with all Applicable Laws. No None of ARC or any Subject Company or any Seller or other Subsidiary thereof (to the extent affecting or relating to the Business) is in material default under any Applicable Law or, to the Knowledge of the SellersARC, is under investigation by any Governmental Authority with respect to any material violation of any Applicable Law. Each ARC and each Subject Company holds, and at all times as required by Applicable Law has held, all material permits, certificates, licenses, Governmental Approvals approvals and other authorizations of any Governmental Authority (“Permits”) of each Governmental Authority that are necessary for the operation of its business as presently conducted or and the ownership, operation operations or use by such of ARC’s and the Subject Company of its Companies’ properties, assets and rights, except where the failure to hold any such Permit would not, individually or in the aggregate, be Material materially adverse to the Business or Subject Companies, in each case, taken as a Reasonable Investorwhole. All Section 2.8(a) of the ARC Disclosure Letter sets forth a complete and correct list of all material Permits held by ARC and the Subject Companies Companies. All such Permits are in full force and effect and are not subject to any suspension, cancellation cancellation, modification or revocation or any Proceedings related thereto, and, to the Knowledge of the SellersARC, no such suspension, cancellation, modification or revocation or Proceeding is threatened. Each of ARC and the Subject Companies is in compliance in all material respects with all the Permits held itby such Person. As of the date hereof, none of ARC or the Subject Companies or the Sellers or other Subsidiaries thereof has received any written notification from any Governmental Authority asserting that any Subject Company such Person is not in compliance with any Applicable Law of the statutes, regulations or ordinances that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit, except where such noncompliance, revocation or suspension would not, individually or in the aggregate, be Material materially adverse to the Business or the Subject Companies, in each case, taken as a Reasonable Investorwhole. ARC and each Subject Company has, and until the Closing will have, all Governmental Approvals required in order for it to lawfully conduct its business in the manner presently conducted, and all such Governmental Approvals are in full force and effect and are being complied with in all respects, except where the failure to hold any such Governmental Approval would not, individually or in the aggregate, be materially adverse to the Business or Subject Companies, in each case, taken as a whole.