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. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effect.

Compliance with Laws; Permits and Licenses. (a) The operations of the Business Seller and the Subject Companies are Seller's Domestic Subsidiaries, and since January 1to Seller's Knowledge with respect to the Seller's Foreign Subsidiaries, 2014 have been conducted complied, in compliance a timely manner and in all material respects with all Applicable Laws. No Subject Company laws, rules and regulations, ordinances, judgments, decrees, orders, writs and injunctions of all United States federal, state, local, foreign governments and agencies thereof that affect the business, properties or any Seller assets of the Business or other Subsidiary thereof (the Assets, and to the extent affecting Knowledge of Seller there are no circumstances that, if not remedied or relating modified, would prevent or materially interfere with such compliance. (b) Seller and the Seller's Domestic Subsidiaries, and to Seller's Knowledge with respect to the Business) Seller's Foreign Subsidiaries, have in effect, have obtained and will continue to obtain and renew until the Closing Date, all Permits necessary to conduct the Business as it is presently being conducted in material accordance with the ordinances, rules, requirements and regulations of any Governmental Entity having jurisdiction over its properties or activities, and there has occurred no default under any such Permit, and to the Knowledge of Seller there are no Permits or licences that, if not obtained, would prevent or materially interfere with the conduct of the Business as it is presently being conducted. A list of all Permits necessary to conduct the Domestic Business is attached hereto as Section 4.22(b) of the Disclosure Schedule. (c) Without limiting the foregoing, neither the operations of the Business, nor the Seller's Domestic Subsidiaries nor, to the Knowledge of Seller, the Seller's Foreign Subsidiaries, violate or fail to comply in any material respect with applicable health, fire, safety, zoning or building codes, laws or ordinances, rules or regulations; (ii) Seller has not received any notice not heretofore complied with or in the process of being complied with, from any Governmental Entity having jurisdiction over its properties or activities, or any insurance or inspection body, that its operations or any of its properties, facilities, equipment, or business procedures or practices fail to comply in all material respects with any Applicable Law Law, ordinance, regulation, building or zoning law, or requirement of any public authority or body; and (iii) there are no pending or, to the Knowledge of the SellersSeller, is under investigation threatened actions or proceedings by any Governmental Authority with respect to Entity alleging violations in 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. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual codes, laws or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effectordinances.

Compliance with Laws; Permits and Licenses. (a) The operations of the Business Group Companies shall, and the Subject Warrantors shall cause the Group Companies are to, conduct their respective business as now conducted and since January 1, 2014 have been as proposed to be conducted in compliance with all Applicable Laws in all material respects with all Applicable Laws. No Subject Company or any Seller or other Subsidiary thereof (on a continuing basis, including but not limited to the extent affecting or relating to the Business) is in material default under any Applicable Law orlaws regarding foreign investments, to the Knowledge corporate registration and filing, import and export, customs administration, foreign exchange, advertisement, telecommunication, e-commerce, online video live streaming, Internet games, online publication, Internet culture activities, commercial performances, production and distribution of the Sellersradio and television programs, is under investigation by any Governmental Authority with respect to any material violation of any Applicable Law. Each Subject Company holdsProprietary Assets, taxation, labor and social welfare, welfare funds, social benefits, medical benefits, insurance, retirement benefits, 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 pensions 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 Investorlike. (b) As To the extent required by Applicable Laws, each of the date hereofGroup Companies shall, and the Warrantors shall procure each of the Group Companies to (i) maintain all requisite approvals, licenses and permits for conducting its respective business in compliance with all Applicable Laws in all material respects, and (ii) if so required by any Applicable Laws, obtain additional approvals, licenses and permits necessary for conducting its respective business as soon as possible but in any event no Proceedinglater than the time limit required by Applicable Laws or the competent Governmental Authorities. Without limiting the generality of the foregoing, (i) as soon as practicable after the Closing, examination, audit or review the applicable Group Company shall duly obtain the updated Permit for Distributing Audio-Visual Programs via Information Network (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice信息网络传播视听节目许可证) with respect necessary categories of audio- visual programs for the business of such Group Company as currently conducted and as proposed to any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority be conducted in accordance with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except and to the extent restricted from doing so required by Applicable Law, Laws or the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other competent Governmental Authority since January 1, 2014.Authorities; (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment as soon as practicable after the Closing, the applicable Group Company shall use its best efforts duly apply for and obtain the Permit for Online Publication Service (网络出版服务许可证) in violation of accordance with and to the extent required by Applicable Law Laws or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of any competent Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, Authorities; (iii) made any other paymentas soon as practicable after the Closing, regardless the applicable Group Company shall use its best efforts to duly obtain the Permit for Production and Distribution of form, whether Radio and Television Programs (广播电视节目制作经营许可证) in money, property accordance with and to the extent required by Applicable Laws or services which constitutes criminal bribery under Applicable Law, or the competent Governmental Authorities; (iv) violated any the applicable export control, money laundering Group Company shall use its best efforts to duly obtain the Permit for Commercial Performances (营业性演出许可证) in accordance with and to the extent required by Applicable Laws or antithe competent Governmental Authorities; (v) the applicable Group Company shall at all times maintain necessary filings with the competent Governmental Authorities in connection with its content review system and status as an online live-terrorism law or regulation, streaming service provider in accordance with and to the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any extent required by Applicable Law of similar effectLaws and the competent Governmental Authorities.

Compliance with Laws; Permits and Licenses. (a) The Except as would not have a Material Adverse Effect, Parent and Seller are in compliance with all laws, rules and regulations, ordinances, judgments, decrees, orders, writs and injunctions of all United States federal, state, local and foreign governments and agencies thereof that affect the business, properties or assets of the Business as currently conducted by Seller or any of the Assets. (b) Except as would not have a Material Adverse Effect, Parent and Seller have obtained all Permits necessary to conduct the Business as it is presently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Entity having jurisdiction over its properties or activities, and there has occurred no default under any such Permit. (c) Without limiting the foregoing, (i) the operations of the Business and do not violate or fail to comply in any material respect with applicable health, fire, safety, zoning or building codes, laws or ordinances, rules or regulations; (ii) neither Parent nor Seller has received any notice not heretofore complied with or in the Subject Companies are and since January 1process of being complied with, 2014 have been conducted in compliance from any Governmental Entity having jurisdiction over its properties or activities, or any insurance or inspection body, that its operations or any of its properties, facilities, equipment or business procedures or practices fail to comply 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 Law, ordinance, regulation, building or zoning law, or requirement of any public authority or body; and (iii) there are no pending or, to the Knowledge of the SellersSeller, is under investigation threatened actions or proceedings by any Governmental Authority with respect to Entity alleging violations in 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. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual codes, laws or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effectordinances.

Compliance with Laws; Permits and Licenses. (a) The Except as would not have a Material Adverse Effect, Seller and its Subsidiaries are in compliance with all laws, rules and regulations, ordinances, judgments, decrees, orders, writs and injunctions of all United States federal, state, local and foreign governments and agencies thereof that affect the business, properties or assets of the Business or any of the Assets. (b) Except as would not have a Material Adverse Effect, Seller and its Subsidiaries have obtained all Permits necessary to conduct the Business as it is presently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Entity having jurisdiction over its properties or activities, and there has occurred no default under any such Permit. (c) Without limiting the foregoing, (i) the operations of the Business and do not violate or fail to comply in any material respect with applicable health, fire, safety, zoning or building codes, laws or ordinances, rules or regulations; (ii) neither Seller nor any of its Subsidiaries has received any notice not heretofore complied with or in the Subject Companies are and since January 1process of being complied with, 2014 have been conducted in compliance from any Governmental Entity having jurisdiction over its properties or activities, or any insurance or inspection body, that its operations or any of its properties, facilities, equipment or business procedures or practices fail to comply 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 Law, ordinance, regulation, building or zoning law, or requirement of any public authority or body; and (iii) there are no pending or, to the Knowledge of the SellersSeller, is under investigation threatened actions or proceedings by any Governmental Authority with respect to Entity alleging violations in 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. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual codes, laws or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effectordinances.

Compliance with Laws; Permits and Licenses. (a) The operations Except as is disclosed on Schedules 3.18 or 3.20 attached hereto and for environmental matters which are covered in Section 3.21 below, and except for any violation or alleged violation of any Law by the Company or any of the Business Company Subsidiaries that has been fully and finally resolved before a court of competent jurisdiction or otherwise settled in a manner not likely to result in any further loss or liability to the Company or any of the Company Subsidiaries, (i) the Company and each of the Company Subsidiaries are, and have at all times been, in compliance with all Laws of the Russian Federation and any other jurisdiction applicable to the Company or any of the Company Subsidiaries, except for such non-compliance which could not be expected to have a material adverse effect on the Company or the Principal Subsidiary each taken individually or the Company and the Subject Companies Company Subsidiaries taken as a whole, (ii) the Company and the Principal Subsidiary have made all required filings with the Federal Commission for the Securities Market in the Russian Federation in respect of their issued and outstanding capital stock, and (iii) neither the Company nor any of the Company Subsidiaries has received notice from any Governmental Entity of any pending Action to take all or any part of the properties or assets of the Company or any of the Company Subsidiaries (whether leased or owned, including without limitation any of the Real Property) by condemnation, nationalization or right of eminent domain and, to the Knowledge of Seller, no such Actions are threatened. (b) Schedule 3.20 sets forth all material Authorizations necessary for the lawful operation of the businesses of the Company or any of the Company Subsidiaries as presently conducted, including without limitation all telecommunications licenses and since January 1other Authorizations obtained by the Company or any Company Subsidiary as required in connection with the provision of telecommunications services within the Russian Federation and for the operation or occupancy of the properties or assets owned, 2014 leased or used by the Company or any of the Company Subsidiaries in their respective businesses. All scheduled Authorizations are validly held by the Company or the applicable Company Subsidiary and are, and shall continue to be, in full force and effect for their respective terms. Except as described in Schedule 3.20(b), the Company and the Company Subsidiaries are, and have been conducted since the date of issuance of each such Authorization, in compliance in all material respects with all Applicable Lawsterms and conditions thereof, and the same will not be subject to suspension, modification, revocation, termination or nonrenewal as a result of the execution and delivery of this Agreement and the Related Agreements or the consummation of the transactions contemplated hereby and thereby. No Subject The Company and the Company Subsidiaries have fulfilled and/or performed all obligations as required under or in connection with such Authorizations, except for such non-fulfillment or non-performance which could not be expected to have a material adverse effect on the validity of any such Authorization or could not be expected to result in the imposition of a fine, penalty or other charge in excess of US$5,000 (or the equivalent thereof in any other currency) on the Company or any Seller or other Subsidiary thereof (Company Subsidiary. Any applications for the renewal of any such Authorization which are due prior to the extent affecting Closing Date will be timely made or relating to filed by the Business) Company or the relevant Company Subsidiary, as applicable. No Action is in material default under any Applicable Law pending or, to the Knowledge of Seller, threatened that may result in the Sellersmodification, is under investigation by suspension, revocation, withdrawal or termination of, or any Governmental Authority with respect to limitation on, any material violation of any Applicable Law. Each Subject Company holdssuch Authorization, 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 SellersSeller, there is no valid basis for any 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 InvestorAction. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effect.

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. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to any Subject the Company or its Subsidiaries has been initiated or is ongoing, unresolved or, to the Knowledge of the SellersCompany, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof The Company has not received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have Company has previously provided to or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject the Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject the Company or any Seller or other Subsidiary thereofof its Subsidiaries, or to the Sellers’ Company’s Knowledge, no employee or agent of any Subject the Company or any Seller or other Subsidiary thereof of its Subsidiaries acting for or on behalf of any Subject the Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effect.

Compliance with Laws; Permits and Licenses. (a) The operations of the Business and the Subject Companies Company are and since January 1, 2014 have been being 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, except as set forth in Section 4.8(a) 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 Seller Disclosure Schedule 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 so comply would not, individually or in the aggregate, reasonably be expected to have a Material to a Reasonable InvestorAdverse Effect. All Permits held by the Subject Companies are Except as set forth in full force and effect and are not subject to any suspension, cancellation or revocation or any Proceedings related thereto, and, to the Knowledge Section 4.8(a) of the SellersSeller Disclosure Schedule, no such suspensionsince January 1, cancellation2004, 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 Company has not received any written notification from any Governmental Authority asserting that any Subject the Company 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, reasonably be expected to have a Material to a Reasonable InvestorAdverse Effect. (b) As The Company holds all material permits, certificates, licenses, approvals and other authorizations of each Governmental Authority which are necessary for the operation of its business as presently conducted (collectively, the “Permits”). Section 4.8(b) of the date hereofSeller Disclosure Schedule sets forth a complete list of all securities exchanges, no Proceedingboards of trade, examinationclearing organizations, audit trade associations and similar organizations in which the Company holds a membership or review has been granted trading privileges and which memberships or trading privileges are material to the Business. The Company is not required to be registered as a futures commission merchant, commodities trading adviser, commodity pool operator or introducing broker under the Commodities Exchange Act or any similar state laws. The Company is not subject to registration under the Investment Company Act of 1940, as amended. (c) The Company has timely filed all registrations, declarations, reports, notices, forms and other than routine examinationsfilings required to be filed by it with the SEC, audits NASD, NYSE, any other Governmental Authority or any clearing agency, and reviews in the ordinary course of business consistent with past practice) with respect all amendments or supplements to any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellersforegoing (the “Company Filings”), threatened by except where any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect failure to any report or statement by any applicable Governmental Authority relating to any examination that wouldfile would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The Company is duly registered, licensed or qualified as a broker-dealer in each jurisdiction where the conduct of the Company’s business requires such registration, licensing or qualification, and is in compliance with all laws requiring any such registration, licensing or qualification and is not subject to any material liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to register, license or qualify or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Reasonable InvestorMaterial Adverse Effect. (e) Seller has delivered or made available to Purchaser a copy of the currently effective Form BD as filed by the Company with the SEC. The information contained in such form was complete and accurate in all material respects as of the time of filing thereof. (f) Except with respect to employees in training or employees who have been employed by the Company for fewer than 90 days, or except to the extent restricted from doing failure to be so by Applicable Lawlicensed or registered would not, individually or in the Sellers aggregate, reasonably be expected to have previously provided a Material Adverse Effect, all of the Company’s employees who are required to be licensed or otherwise made available registered to Apollo true, complete conduct the business of the Company are duly licensed or registered in each state and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other with each Governmental Authority since January 1, 2014in which or with which such licensing or registration is so required. (cg) No director Except as disclosed on Form BD filed prior to the date of this Agreement or officer as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its directors, officers, employees or “associated persons” (as defined in the Exchange Act) has been the subject of any Subject Company disciplinary proceedings or any Seller or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or orders of any Governmental Authority arising under applicable laws which would be required to be disclosed on Form BD. Except as set forth in Section 4.8(g) of the Seller Disclosure Schedule, no such disciplinary proceeding or public international organizationorder is pending or, to the Knowledge of Seller, threatened. Except as disclosed on a Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers, employees or securing associated persons has been permanently enjoined by the order of any improper advantageGovernmental Authority from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on Form BD filed prior to the date of this Agreement, in order neither the Company nor any of its directors, officers, employees or associated persons is or has been ineligible to obtain serve as a broker-dealer or retain business or direct business an associated person of a broker-dealer under Section 15(b) of the Exchange Act (including being subject to any Person “statutory disqualification” as defined in violation Section 3(a)(39) of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effectExchange Act).

Compliance with Laws; Permits and Licenses. Customer agrees, at its own expense, to operate in full compliance with all governmental laws, regulations and requirements applicable to the duties conducted hereunder. It shall be the responsibility of the Customer to pay for any necessary licenses, permits, insurance and approvals as may be necessary for the performance of the Services under this Agreement, unless otherwise specified in the Agreement. Warranty; Disclaimer. (a) The operations SmartClinix does not warrant in any form the results or achievements 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 Services 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 Products provided or the ownershipresulting work product and deliverables. SmartClinix only warrants that that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices. CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, 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.OR IF REPERFORMANCE IS NOT (b) As of the date hereofTHE WARRANTY SET FORTH IN THIS SECTION 7 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, no ProceedingEXPRESS, examinationIMPLIED, audit STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES AND PRODUCTS PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE AND PRODUCTS, THE CONTENTS THEREIN, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND SMARTCLINIX DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. SMARTCLINIX DOES NOT WARRANT THE SOFTWARE TO BE FREE OF BUGS, ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS OR PROGRAM LIMITATIONS. SMARTCLINIX SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO THE CUSTOMER BY SMARTCLINIX DURING THE TERM OF THIS AGREEMENT, PURSUANT TO SCHEDULE OR OTHERWISE. Intellectual Property. SmartClinix represents and warrants that it owns or review (other than routine examinations, audits and reviews has rights to use all Intellectual Property Rights in the ordinary course of business consistent with past practice) with respect to Services and Products, including any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014Software therein. (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effect.

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 to a Reasonable Investor. Adverse Effect or (bii) As prevent or materially delay the consummation of the date hereofTransactions. There exists no reason or cause that could justify the variation, no Proceedingsuspension, examination, audit cancellation or review (other than routine examinations, audits and reviews in termination of any such Governmental Licenses held by the ordinary course Company or any of business consistent with past practice) its Subsidiaries with respect to any Subject Company has been initiated the current or is ongoingcontemplated operation of their respective businesses, unresolved orwhich variation, suspension, cancellation or termination would reasonably be expected to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment have a Material Adverse Effect or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation prevent or materially delay the consummation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effectTransactions.

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. (b) As of the date hereof, no Proceedingproceeding, investigation, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to ARC or any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the SellersARC, threatened by any applicable Governmental Authority. None of the Neither ARC nor any Subject Companies or the Sellers or other Subsidiaries thereof Company has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, would reasonably be expected to have a Material to a Reasonable InvestorAdverse Effect. Except to the extent restricted from doing so by Applicable Law, the Sellers have ARC has previously provided or otherwise made available to Apollo true, AMH complete and correct copies of all written correspondence relating to any investigation or examination provided to or by ARC or any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 20142012. (c) No Neither ARC nor any Subject Company or manager, director or officer of ARC or any Subject Company acting for or any Seller or other Subsidiary thereofon their behalf, or and to the Sellers’ KnowledgeKnowledge of ARC, no employee or agent of ARC or any Subject Company or any Seller or other Subsidiary thereof Person acting for or on behalf of any Subject Company their behalf, has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effect.

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. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effect.

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 the Permits held itFederal, 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. As The Company is a registered broker-dealer in every state of the date hereofUnited States and in the District of Columbia, none 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 Subject Companies 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 Sellers Company or any Subsidiary, and no investigation or review is pending or threatened, by any governmental, self-regulatory 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. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) entity with respect to any Subject 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 shall not be affected by the consummation of the transactions contemplated by this Agreement. The Company has been initiated or is ongoing, unresolved or, and its Subsidiaries have provided access to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect Buyer to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by between the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employeeCompany, any official or employee Subsidiary and any regulatory authority during the one year preceding the date of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effectthis Agreement.

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 of Company and its business as presently conducted or the ownership, operation or use by such Subject Subsidiaries to operate their business. The Company of and 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 Subsidiaries 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 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 it. As by the Company and its Subsidiaries, are necessary to conduct the business of the date hereof, none of the Subject Companies Company and its Subsidiaries as it is now conducted. All such Permits are renewable by their terms 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. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent without the need to comply with past practice) with respect any special qualification procedures or to pay any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authorityamounts other than routine filing fees. None of such Permits will be adversely affected by consummation of the Subject Companies transactions contemplated hereby. Neither any present or former shareholders of the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller Subsidiary or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amendedEmployees, or any other applicable anti-bribery law Person, holds, owns or regulationhas any proprietary, of financial or other interest (direct or indirect) in any applicable jurisdiction, Permits which the Company or any Applicable Law of similar effectits Subsidiaries owns, possesses or uses in the conduct of its business as now or previously conducted.

Compliance with Laws; Permits and Licenses. (a) The operations of the Business Company and the Subject Companies its Subsidiaries are in compliance, and since January 1will continue to comply, 2014 have been conducted in compliance within a timely manner and in all material respects with all Applicable Laws. No Subject Company or any Seller or other Subsidiary laws, rules and regulations, ordinances, judgments, decrees, orders, writs and injunctions of all United States federal, state, local and foreign governments and agencies thereof (collectively, “Laws”) that affect the business, properties or assets of the Company and the Company Subsidiaries. (b) The Company and the Company Subsidiaries have in effect, have obtained and will continue to obtain and renew all Permits necessary to conduct its business as it is presently being conducted in accordance with the extent affecting ordinances, rules, requirements and regulations of any Governmental Entity having jurisdiction over its properties or relating to the Business) is in material activities, and there has occurred no default under any such Permit. (c) Without limiting the foregoing, (i) the operations of the Company’s business does not violate or fail to comply in any material respect with applicable health, fire, safety, zoning or building codes, laws or ordinances, rules or regulations; (ii) neither the Company nor any Company Subsidiary has received any notice not heretofore complied with or in the process of being complied with, from any Governmental Entity having jurisdiction over its properties or activities, or any insurance or inspection body, that its operations or any of its properties, facilities, equipment or business procedures or practices fail to comply in all material respects with any Applicable Law Law, ordinance, regulation, building or zoning law, or requirement of any public authority or body; and (iii) there are no pending or, to the Knowledge of the SellersCompany, is under investigation threatened actions or proceedings by any Governmental Authority with respect to Entity alleging violations in 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. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual codes, laws or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effectordinances.

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. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to any Subject the Company or its Subsidiaries has been initiated or is ongoing, unresolved or, to the Knowledge of the SellersCompany, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof The Company has not received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have Company has previously provided to or otherwise made available to Apollo Luxor true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject the Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject the Company or any Seller or other Subsidiary thereofof its Subsidiaries, or to the Sellers’ Company’s Knowledge, no employee or agent of any Subject the Company or any Seller or other Subsidiary thereof of its Subsidiaries acting for or on behalf of any Subject the Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effect.

Compliance with Laws; Permits and Licenses. (a) The operations Except as is disclosed in Schedules 3.18 and 3.20 attached hereto and except for environmental matters which are covered in Section 3.21 below, (i) the Company and each of the Business Company Subsidiaries are, and the Subject Companies are and since January 1have at all times been, 2014 have been conducted in compliance in all material respects with all Applicable Laws. No Subject Laws of the Russian Federation and any other jurisdiction applicable to the Company or any Seller of the Company Subsidiaries, (ii) the Company and each Company Subsidiary have made all required filings with the Federal Agency for the Financing Market in the Russian Federation in respect of their issued and outstanding capital stock, and (iii) the Company nor any of the Company Subsidiaries has received notice from any Governmental Entity of any pending Action to take all or other Subsidiary thereof any part of the properties or assets of the Company or any of the Company Subsidiaries (to whether leased or owned, including without limitation any of the extent affecting Real Property) by condemnation, nationalization or relating to the Business) is in material default under any Applicable Law orright of eminent domain and, to the Knowledge knowledge of the Sellers, is under investigation by any Governmental Authority with respect to any material violation of any Applicable Law. Each Subject the Company holdsand the Company Subsidiaries, and at all times as required by Applicable Law has heldno such Actions are threatened. (b) Other than listed on Schedule 3.20, the Company holds all material permits, certificates, licenses, Governmental Approvals and other authorizations of any Governmental Authority (“Permits”) Authorizations that are necessary for the lawful operation of its business the businesses of the Company or any of the Company Subsidiaries as presently conducted conducted, including without limitation all telecommunications licenses and other Authorizations obtained by the Company or any Company Subsidiary as required in connection with the ownershipprovision of telecommunications services within the Russian Federation and for the acquisition, installation, operation or use occupancy of the properties or assets owned, leased or used by such Subject the Company or any of its properties, assets and rights, except where the failure to hold any such Permit would not, individually or Company Subsidiaries in the aggregate, be Material to a Reasonable Investortheir respective businesses (“Existing Permits”). All Permits Existing Authorizations that are held by the Subject Companies are Company or the applicable Company Subsidiary are, and shall continue to be, validly issued and in full force and effect effect. The Company and are not subject to any suspensionthe Company Subsidiaries are, 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 and have been since the date hereofof issuance of each Existing Permit, 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 all terms and conditions thereof, and the same will not be subject to suspension, modification, revocation, termination 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 nonrenewal as a Reasonable Investor. (b) As result of the date hereofexecution and delivery of this Agreement and the Related Agreements or the consummation of the transactions contemplated hereby and thereby. Any applications for the renewal of any such Existing Permit which are due prior to the Closing Date will be timely made or filed by the Company or the relevant Company Subsidiary, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews as applicable. Sellers are not aware of any reason why any of the authorization listed on Schedule 3.20 cannot be obtained by the relevant Group Company in the ordinary due course of business consistent with past practice) with respect to any Subject Company has been initiated or after application therefor. No Action is ongoing, unresolved pending or, to the Knowledge knowledge of the Sellers, the Company and the Company Subsidiaries, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or may result in the aggregatemodification, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Lawsuspension, revocation, withdrawal or termination of, or any limitation on, any Existing Permits, and none of Sellers, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller or other Company Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent is aware of any Subject Company or any Seller or other Subsidiary thereof acting valid basis for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effectan Action.

Compliance with Laws; Permits and Licenses. Except as set forth in Section 3.21 of the Company Disclosure Schedule, each of the Company and its Subsidiaries, and their respective officers and employees: (a) The operations of in 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 conduct of its business as presently conducted (including without limitation, its municipal securities and lending activities), is in compliance with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to the ownershipemployees conducting such businesses, operation or use by such Subject Company and the rules of its properties, assets and rights, all Self Regulatory Organizations applicable thereto except where the failure to hold any such Permit be in compliance does not have or would notnot reasonably be expected to have a Material Adverse Effect; (b) has all permits, individually or licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Authorities and Self Regulatory Organizations that are required in the aggregate, be order to permit them to own and operate their businesses as presently conducted and that are Material to a Reasonable Investor. All Permits held by the Subject Companies business of the Company; all such permits, licenses, certificates of authority, orders and approvals 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 Sellersits knowledge, no suspension or cancellation of any of them is threatened or reasonably likely; and all such suspensionfilings, cancellationapplications and registrations are current; (c) Since August 1, 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 hereof1997, none of the Subject Companies or the Sellers or other Subsidiaries thereof has received any written no notification or communication from any Governmental Authority or Self Regulatory Organization (i) asserting that any Subject Company of them is not in compliance with any Applicable Law that of the statutes, rules, regulations or ordinances which 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. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereofSelf Regulatory Organization enforces, or to the Sellers’ Knowledge, no employee or agent of has otherwise engaged in any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Lawunlawful business practice, (ii) made threatening to revoke any payment in violation license, franchise, permit, seat on any stock or commodities exchange, or governmental authorization, (iii) requiring any of Applicable Law them (including any of the Company's or offeredits Subsidiaries' directors or controlling persons) to enter into a cease and desist order, promised agreement, or authorized memorandum of understanding (or requiring the payment board of anything directors thereof to adopt any resolution or policy) or (iv) restricting or disqualifying the activities of valuethe Company or any of its Subsidiaries (except for restrictions generally imposed by rule, regardless of formregulation, whether in money, property or services, to or for the benefit administrative policy on broker-dealers generally); (d) is not aware of any U.S. pending or non-U.S. government official threatened investigation, review or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of disciplinary proceedings by any Governmental Authority or public international organizationSelf Regulatory Organization against the Company, any of its Subsidiaries or any officer, director or employee thereof; (e) other than Xxxxxx & Xxxxxxxxx Asset Management and Xxxxxx & Xxxxxxxxx Small Business Capital Corporation, is not required to be registered as an investment company, investment advisor, commodity trading advisor, commodity pool operator, futures commission merchant, introducing broker, insurance agent, or securing transfer agent under any improper advantageUnited States federal, state, local or foreign statutes, laws, rules or regulations. No broker-dealer Subsidiary acts as the "sponsor" of a "broker-dealer trading program", as such terms are defined in order Rule 17a-23 under the Exchange Act. (f) is not, nor, to obtain the knowledge of the Company is, any "affiliated person" (as defined in the Investment Company Act of 1940, as amended and the rules and regulations promulgated thereunder (the "Investment Company Act")) thereof, ineligible pursuant to Section 9(a) or retain business 9(b) of the Investment Company Act to serve as an investment advisor (or direct business to any Person in violation of Applicable Law, (iii) made any other paymentcapacity contemplated by the Investment Company Act) to an Investment Company (as defined in the Investment Company Act). Neither the Company, regardless of form, whether nor any "associated person" (as defined in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Investment Advisors Act of 19771940, as amendedamended and the rules and regulations promulgated thereunder (the "Investment Advisors Act")) thereof, is ineligible pursuant to Section 203 of the Investment Advisors Act to serve as an investment advisor or as an associated person to a registered investment advisor; and (g) is not, nor is any other applicable anti-bribery law or regulation, affiliate of any applicable jurisdictionof them, or any Applicable Law subject to a "statutory disqualification" as defined in Section 3(a)(39) of similar effectthe Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the "Exchange Act").

Compliance with Laws; Permits and Licenses. (a) The operations Each of Seller and the Business have complied, in a timely manner 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 laws, rules and regulations, ordinances, judgments, decrees, orders, writs and injunctions of all United States federal, state, local, foreign governments and agencies thereof that affect the business, properties or any Seller assets of the Business or other Subsidiary thereof (the Acquired Assets, and to the extent affecting Knowledge of Seller there are no circumstances that, if not remedied or relating modified, would prevent or materially interfere with such compliance. (b) Seller and the Business has in effect and obtained all Permits necessary to conduct the Business) Business as it is presently being conducted in material accordance with the ordinances, rules, requirements and regulations of any Governmental Entity having jurisdiction over its properties or activities, and there has occurred no default under any such Permit, and to the Knowledge of Seller there are no Permits or licenses that, if not obtained, would prevent or materially interfere with the conduct of the Business as it is presently being conducted. A list of all Permits necessary to conduct the Business is attached hereto as Section 4.22(b) of the Disclosure Schedule. (c) Without limiting the foregoing, (i) the operations of the Business do not violate or fail to comply in any material respect with applicable health, fire, safety, zoning or building codes, laws or ordinances, rules or regulations; (ii) Seller has not received any notice not heretofore complied with or in the process of being complied with, from any Governmental Entity having jurisdiction over its properties or activities, or any insurance or inspection body, that its operations or any of its properties, facilities, equipment, or business procedures or practices fail to comply in all material respects with any Applicable Law Law, ordinance, regulation, building or zoning law, or requirement of any public authority or body; and (iii) there are no pending or, to the Knowledge of the SellersSeller, is under investigation threatened actions or proceedings by any Governmental Authority with respect to Entity alleging violations in 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. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereof, or to the Sellers’ Knowledge, no employee or agent of any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Law, (ii) made any payment in violation of Applicable Law or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any U.S. or non-U.S. government official or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual codes, laws or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of Applicable Law, (iii) made any other payment, regardless of form, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, of any applicable jurisdiction, or any Applicable Law of similar effectordinances.

Compliance with Laws; Permits and Licenses. Except as set forth in Section 4.18 of the Parent Disclosure Schedule, each of the Parent and its Subsidiaries, and their respective officers and employees: (a) The operations in the conduct of its business, is in compliance with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to the Business employees conducting such businesses, and the Subject Companies are and since January 1, 2014 have been conducted in compliance in rules of 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, Self Regulatory Organizations applicable thereto except where the failure to hold any such Permit be in compliance does not have or would notnot reasonably be expected to have a Material Adverse Effect; (b) has all permits, individually or licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Authorities and Self Regulatory Organizations that are required in the aggregate, be order to permit them to own and operate their businesses as presently conducted and that are Material to a Reasonable Investor. All Permits held by the Subject Companies business of the Parent; all such permits, licenses, certificates of authority, orders and approvals 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 Sellersits knowledge, no suspension or cancellation of any of them is threatened or reasonably likely; and all such suspensionfilings, cancellationapplications and registrations are current; (c) Since August 1, 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 hereof1997, none of the Subject Companies or the Sellers or other Subsidiaries thereof has received any written no notification or communication from any Governmental Authority or Self Regulatory Organization (i) asserting that any Subject Company of them is not in compliance with any Applicable Law that of the statutes, rules, regulations or ordinances which 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. (b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Governmental Authority with respect to any report or statement by any applicable Governmental Authority relating to any examination that would, individually or in the aggregate, be Material to a Reasonable Investor. Except to the extent restricted from doing so by Applicable Law, the Sellers have previously provided or otherwise made available to Apollo true, complete and correct copies of all written correspondence relating to any investigation or examination provided to or by any Seller or Subject Company by the SEC or any other Governmental Authority since January 1, 2014. (c) No director or officer of any Subject Company or any Seller or other Subsidiary thereofSelf Regulatory Organization enforces, or to the Sellers’ Knowledge, no employee or agent of has otherwise engaged in any Subject Company or any Seller or other Subsidiary thereof acting for or on behalf of any Subject Company has, directly or indirectly (i) used any funds for contributions, gifts, gratuities, entertainment or other expenses related to political activity, in each case in violation of Applicable Lawunlawful business practice, (ii) made threatening to revoke any payment in violation license, franchise, permit, seat on any stock or commodities exchange, or governmental authorization, (iii) requiring any of Applicable Law them (including any of the Parent's or offeredits Subsidiaries' directors or controlling persons) to enter into a cease and desist order, promised agreement, or authorized memorandum of understanding (or requiring the payment board of anything directors thereof to adopt any resolution or policy) or (iv) restricting or disqualifying the activities of valuethe Parent or any of its Subsidiaries (except for restrictions generally imposed by rule, regardless of formregulation, whether in money, property or services, to or for the benefit administrative policy on broker-dealers generally); (d) is not aware of any U.S. pending or non-U.S. government official threatened investigation, review or employee, any official or employee of a public international organization, or any political party or candidate for political office in each case in violation of Applicable Law and for the purpose of influencing any act or decision of such individual or of disciplinary proceedings by any Governmental Authority or public international organizationSelf Regulatory Organization against the Parent, any of its Subsidiaries or any officer, director or employee thereof; (e) other than Xxxx X. Xxxxxxx and Company, Incorporated ("JGK"), is not required to be registered as an investment company, investment advisor, commodity trading advisor, commodity pool operator, futures commission merchant, introducing broker, insurance agent, or securing transfer agent under any improper advantageUnited States federal, state, local or foreign statutes, laws, rules or regulations. No broker-dealer Subsidiary acts as the "sponsor" of a "broker-dealer trading program", as such terms are defined in order Rule 17a-23 under the Exchange Act. (f) is not, nor, to obtain the knowledge of the Parent is, any "affiliated person" (as defined in the Investment Company Act) thereof, ineligible pursuant to Section 9(a) or retain business 9(b) of the Investment Company Act to serve as an investment advisor (or direct business to any Person in violation of Applicable Law, (iii) made any other paymentcapacity contemplated by the Investment Company Act) to an Investment Company (as defined in the Investment Company Act). Neither the Parent, regardless nor any "associated person" (as defined in the Investment Advisors Act) thereof, is ineligible pursuant to Section 203 of formthe Investment Advisors Act to serve as an investment advisor or as an associated person to a registered investment advisor; and (g) is not, whether in money, property or services which constitutes criminal bribery under Applicable Law, or (iv) violated nor is any applicable export control, money laundering or anti-terrorism law or regulation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery law or regulation, affiliate of any applicable jurisdictionof them, or any Applicable Law subject to a "statutory disqualification" as defined in Section 3(a)(39) of similar effectthe Exchange Act.