Common use of Compliance with Laws; Permits Clause in Contracts

Compliance with Laws; Permits. Since January 1, 2001, the businesses of each of Parent and its Subsidiaries have not been, and are not being, conducted in violation of any Laws, except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Except with respect to regulatory matters covered by Section 6.5, no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the Knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Parent and its Subsidiaries each has all governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001, the businesses of Parent and each of Parent and its Subsidiaries have not been, are in compliance with and are not being, conducted in default under or in violation of any Lawsapplicable Law, except for violations where such non-compliance, default or possible violations thatviolation would not have and would not reasonably be expected to have, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementEffect. Except with respect to regulatory matters covered by Section 6.5Since January 1, no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or2013, to the Knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Parent and its Subsidiaries each has all governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are in possession of any revocation or modification of any such governmental all franchises, grants, authorizations, licenses, permits, franchiseseasements, variances, exemptionsexceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other governmental authorizationsdocuments with all Governmental Entities necessary for Parent and its Subsidiaries to own, consents lease and approvalsoperate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or modification any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, and each of which its Subsidiaries is, in compliance with the terms and requirements of such Parent Permits, except where the failure to be in compliance has not had and would have not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Parent ----------------------------- Reports filed prior to the date hereof, the businesses of each of Parent and its Subsidiaries have not been, and are not being, conducted in violation of any Laws, except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Except with respect to regulatory matters covered by Section 6.5, no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the Knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. No material change is required in Parent's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Parent and its Subsidiaries each has all governmental permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001, the The businesses of each of Parent and its Subsidiaries have not been, and are not being, conducted in violation of any Laws, except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Except with respect to regulatory matters covered by Section 6.5, no No investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the Knowledge knowledge of the officers of Parent, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. To the knowledge of the officers of Parent, no material change is required in Parent's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Parent and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001Except as disclosed in the Parent Reports filed with or furnished to the SEC prior to the date hereof, the businesses of each of Parent and its Subsidiaries have not been, and are not being, being conducted in violation of any Laws, except for violations or possible violations any violation that, individually or in the aggregate, are would not be reasonably likely to have a Parent Material Adverse Effect or prevent prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementAgreement and the Arrangement. Except as disclosed in the Parent Reports filed with respect or furnished to regulatory matters covered the SEC prior to the date hereof and except for any investigation or review that, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by Section 6.5this Agreement and the Arrangement, no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the Knowledge knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to Parent or any of its Subsidiaries to conduct the same. To the knowledge of Parent, except for those no material change is required in Parent’s or any of its Subsidiaries’ processes, properties or procedures in connection with any Law, and Parent has not received any notice or communication of any material noncompliance with any Law that has not been cured as of the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementdate hereof. Parent and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals (the “Parent Permits”) necessary to conduct its business in all material respects as presently conducted conducted, except those where the absence of which are notfailure to have any such Parent Permits, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect or prevent prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders Agreement and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse EffectArrangement.

Compliance with Laws; Permits. Since January 1Except as would not have a Parent Material Adverse Effect, 2001, the businesses of (a) each of Parent and its Subsidiaries have is and has been since June 1, 2012 in compliance with and not been, and are not being, conducted in violation of any Laws, except for violations Applicable Law applicable to Parent or possible violations that, individually such Subsidiary or Contract to which a Governmental Authority (other than in the aggregate, are not reasonably likely to have its capacity as a Parent Material Adverse Effect or prevent or materially impair the ability customer of Parent or Merger Sub to consummate any of its Subsidiaries or otherwise in its capacity as a commercial actor) and Parent or such Subsidiary is a party or by which any of the transactions contemplated by this Agreement. Except with respect to regulatory matters covered by Section 6.5, no investigation assets or review by any Governmental Entity with respect to properties of Parent or any of its Subsidiaries is pending orbound or Permit that is held by Parent or any of its Subsidiaries that is material to Parent and its Subsidiaries, to the Knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have taken as a whole (a “Parent Material Adverse Effect or prevent or materially impair Permit”) and (b) since June 1, 2012 through the ability date of this Agreement, none of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Parent and its Subsidiaries each has all governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice alleging any violations of any revocation Applicable Law, Parent Material Permit or modification Contract with a Governmental Authority (other than in its capacity as a customer of Parent or any of its Subsidiaries or otherwise in its capacity as a commercial actor) applicable to Parent or any such governmental permitsSubsidiary or by which any of their respective assets or properties are bound. Each of Parent and its Subsidiaries holds all Parent Material Permits and all such Permits are valid and in full force and effect, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, except for such Parent Material Permits the revocation or modification failure of which to hold or to be valid or in full force and effect would not have a Parent Material Adverse Effect. Since June 1, 2012 through the date of this Agreement, none of Parent or any of its Subsidiaries has received any written notice of any Proceeding before any Governmental Authority threatening the validity, revocation, withdrawal, suspension, cancellation or modification of such Parent Material Permits, and no such Proceeding before any Governmental Authority is pending or to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries, except for such Parent Material Permits that if invalid, revoked, withdrawn, suspended, cancelled or modified would not have a Parent Material Adverse Effect. Notwithstanding anything contained in this Section 6.9, no representation or warranty shall be deemed to be made in this Section 6.9 in respect of the matters referenced in Section 6.11, Section 6.15, or Section 6.17, or in respect of Tax law matters.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Company ----------------------------- Reports filed prior to the date hereof, the businesses of each of Parent the Company and its Subsidiaries have not been, and are not being, conducted in violation of any U.S. Federal, state or local or other foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, "Laws"), except for violations or possible violations that, individually or in ---- the aggregate, are not reasonably likely to have a Parent Company Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub the Company to consummate the transactions contemplated by this Agreement. Except with respect as set forth in the Company Reports filed prior to regulatory matters covered by Section 6.5the date hereof, no investigation or review by any Governmental Entity with respect to Parent the Company or any of its Subsidiaries is pending or, to the Knowledge knowledge of Parentthe officers of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same. To the knowledge of the officers of the Company, except for those the outcome of which are not, individually or no material change is required in the aggregateCompany's or any of its Subsidiaries' processes, reasonably likely to have a Parent Material Adverse Effect properties or prevent procedures in connection with any such Laws, and the Company has not received any notice or materially impair communication of any material noncompliance with any such Laws that has not been cured as of the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementdate hereof. Parent The Company and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Company Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub the Company to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1(a) The Company and each Company Subsidiary have complied and are in compliance with all laws, 2001rules and regulations, ordinances, judgments, decrees, orders, writs and injunctions of all federal, state, local and foreign governments and agencies thereof (collectively “Laws”), which affect the business, properties or assets of the Company and each Company Subsidiary, any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”), Federal Aviation Regulations (“FARs”) or any other rules, regulations, directives or policies of the Federal Aviation Administration (the “FAA”), the businesses Department of each Transportation (the “DOT”), the Federal Communications Commission (the “FCC”), the Department of Parent and its Subsidiaries have not beenDefense (the “DOD”), and are not beingthe Department of Homeland Security (the “DHS”), conducted in violation of the Federal Transportation Safety Administration (the “TSA”), the Air Transportation Stabilization Board (“ATSB”) or any Lawsother Governmental Entity, except for violations or instances of possible violations thatnoncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, are a Company Material Adverse Effect. No notice, charge or assertion has been received by the Company or any Company Subsidiary or threatened against the Company or any Company Subsidiary alleging any violation of any of the foregoing, except for instances of possible noncompliance that have not had and would not reasonably likely be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All licenses, authorizations, consents, permits, and approvals required under such Laws are in full force and effect except where the failure to be in full force and effect have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementEffect. Except with respect to regulatory matters covered by Section 6.5, no No material investigation or review or civil penalty claims by the FAA, the TSA, any customs agency or any other Governmental Entity with respect to Parent the Company or any of its the Company Subsidiaries is pending or, to the Knowledge of ParentCompany’s knowledge, threatened, nor has the FAA, the TSA, any customs agency or any other Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Parent and its Subsidiaries each has all governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 20012013, the businesses of each of Parent Ultimate Parent, Parent, US Parent, Merger Sub and its their Subsidiaries are and have not been, been in compliance with and are not being, conducted and have not been in default under or in violation of any Lawsapplicable Law, except for violations except, in each case, where such noncompliance, default or possible violations that, individually or in the aggregate, are violation would not reasonably likely be expected to have a Parent Material Adverse Effect prevent, materially delay or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Except with respect to regulatory matters covered by Section 6.5, no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the Knowledge of Ultimate Parent, threatenedParent, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Parent and its Subsidiaries each has all governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of US Parent or Merger Sub to consummate the Merger and the other transactions contemplated by or comply with their respective obligations under this Agreement. Neither Parent nor any Since January 1, 2013, none of its Ultimate Parent, Parent, US Parent, Merger Sub or their Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to prevent, materially delay or impair the ability of Ultimate Parent, Parent, US Parent or Merger Sub to consummate the Merger or comply with their respective obligations under this Agreement. Ultimate Parent, Parent, US Parent, Merger Sub and their Subsidiaries are in possession of all Permits, except as would not reasonably be expected to prevent, materially delay or impair the ability of Ultimate Parent, Parent, US Parent or Merger Sub to consummate the Merger or comply with their respective obligations under this Agreement. All Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof, except where the failure to be in full force and effect or modification any modification, termination or revocation thereof would not reasonably be expected to prevent, materially delay or impair the ability of any Ultimate Parent, Parent, US Parent or Merger Sub to consummate the Merger or comply with their respective obligations under this Agreement. Since January 1, 2013, Ultimate Parent, Parent, US Parent and Merger Sub are and have been in compliance with the terms and requirements of such governmental permitsPermits, franchisesexcept where the failure to be in compliance would not reasonably be expected to prevent, variancesmaterially delay or impair the ability of Ultimate Parent, exemptionsParent, orders and other governmental authorizations, consents and approvals, US Parent or Merger Sub to consummate the revocation Merger or modification of which would have a Parent Material Adverse Effectcomply with their respective obligations under this Agreement.

Compliance with Laws; Permits. Since January 1, 2001, the businesses of each of Parent (a) Crompton and its Subsidiaries have not beenare in compliance with all Laws applicable to Crompton or any of its Subsidiaries, and are not being, conducted in violation any of their respective properties or other assets or any Lawsof their respective businesses or operations, except for violations instances of noncompliance or possible violations noncompliance that, individually or in the aggregate, are have not had and would not reasonably likely be expected to have a Parent Crompton Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementEffect. Except with respect to regulatory matters covered by Section 6.5Since December 31, no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or2003, to the Knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Parent and its Subsidiaries each has all governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent neither Crompton nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that Crompton or any of its Subsidiaries was not in compliance with all Laws applicable to Crompton or any revocation of its Subsidiaries, any of their respective properties or modification other assets or any of any such governmental permitstheir respective businesses or operations, except for instances of noncompliance or possible noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a Crompton Material Adverse Effect. Crompton and each of its Subsidiaries hold or have in effect all licenses, franchises, variancespermits, exemptionscertificates, orders approvals and other governmental authorizationsauthorizations from Governmental Authorities, consents or required by Laws, Environmental Laws or Governmental Authorities to be obtained, in each case necessary for the lawful conduct of their respective businesses (collectively, "Crompton Permits"), except for such Crompton Permits the failure of which to hold or have in effect, individually or in the aggregate, has not had and approvalswould not reasonably be expected to have a Crompton Material Adverse Effect, and there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Crompton Permit, except for violations, defaults or events that, individually or in the aggregate, have not had and would not reasonably be expected to have a Crompton Material Adverse Effect. The consummation of the Merger, in and of itself, will not cause the revocation or modification cancellation of which any Crompton Permit, except for such revocations or cancellations that, individually or in the aggregate, would not reasonably be expected to have a Parent Crompton Material Adverse Effect.

Compliance with Laws; Permits. Since January 1IMC and each of its Subsidiaries is in compliance with all Laws applicable to it, its properties or other assets or its businesses or operations, except for instances of noncompliance or possible noncompliance that individually or in the aggregate have not had or would not reasonably be expected to have an IMC Material Adverse Effect. None of IMC or any of its Subsidiaries has received, since December 31, 2001, the businesses of each of Parent and its Subsidiaries have not been, and are not being, conducted in a written notice alleging or relating to a possible violation of any Laws, except for Laws applicable to its businesses or operations which violation or violations or possible violations thatwould, individually or in the aggregate, are not reasonably likely to have a Parent an IMC Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementEffect. Except with respect to regulatory matters covered by Section 6.5, no investigation or review by any Governmental Entity with respect to Parent or any of IMC and its Subsidiaries is pending orhave in effect all material Permits (including Environmental Permits) necessary to carry on their businesses as now conducted, to the Knowledge and there has occurred no violation of Parent, threatened, nor has or default (with or without notice or lapse of time or both) under any Governmental Entity indicated an intention to conduct the samesuch Permit, except for those the outcome of which are not, violations or defaults that individually or in the aggregate, aggregate have not had and would not reasonably likely be expected to have a Parent an IMC Material Adverse Effect Effect. There is no event which has occurred that, to the knowledge of IMC, would reasonably be expected to result in the revocation, cancellation, non-renewal or prevent adverse modification of any such Permit, other than such revocations, cancellations, non-renewals or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Parent and its Subsidiaries each has all governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, modifications that individually or in the aggregate, aggregate would not reasonably likely be expected to have a Parent an IMC Material Adverse Effect Effect. The Transactions, in and of themselves, would not cause the revocation, cancellation, non-renewal or prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or adverse modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, Permits that individually or in the revocation or modification of which aggregate would reasonably be expected to have a Parent an IMC Material Adverse Effect. IMC and each of its officers and directors are in compliance, and have complied, in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE.

Compliance with Laws; Permits. (a) Since January 1, 20012015, the businesses of each of Parent Business has been and its Subsidiaries have not been, and are not being, is being conducted in violation compliance in all material respects with all applicable federal, state, local or foreign law, statutes or ordinances, common law, or any rule, regulation, judgment, order, writ, injunction, decree, arbitration award, license or permit of any Governmental Entity (collectively, “Laws, except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement”). Except with respect to regulatory matters covered by Section 6.5, no investigation or review No Action by any Governmental Entity with respect to Parent or any of its Subsidiaries the Business is pending or, to the Knowledge of ParentSeller, threatened, nor has any Governmental Entity indicated an intention threatened to conduct the same. No material change is required in Seller’s or any of its Subsidiaries’ processes, properties or procedures to comply with any such Laws; and none of Seller or any of its Subsidiaries has received any written notice of any material noncompliance with any such Laws that has not, to the Knowledge of Seller, been cured as of the date of this Agreement. Seller and each of its Subsidiaries has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations (including marketing authorizations, pre-market approvals, clearances, CE Marking, investigational new drug application (as set forth in 21 C.F.R. Part 312), investigational device exemption (as set forth in 21 C.F.R. Part 812)), franchises, variances, exemptions and orders issued or granted by a Governmental Entity or any Notified Bodies, as applicable in the jurisdiction concerned (collectively “Permits”), necessary to conduct the Business as currently conducted. A list of each material Permit with respect to the Business is set forth on Section 4.9(a) of the Seller Disclosure Letter. All Permits are valid and in full force and effect except for those the outcome of suspensions, cancellations, delays in filing reports or violations which are would not, individually or in the aggregate, have or be reasonably likely expected to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Parent and its Subsidiaries each has all governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect. No notification to, or consent from any Governmental Entity is required in order for the Permits to remain in full force and effect immediately following the Closing.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Parent Reports filed prior to the date hereof, the businesses of each of Parent and its Subsidiaries have not been, and are not being, conducted in violation of any Laws, except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Except with respect as set forth in the Parent Reports filed prior to regulatory matters covered by Section 6.5the date hereof, no investigation or review (other than review by the SEC of Parent's shelf registration statement) by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the Knowledge knowledge of the executive officers of Parent, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Company Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. To the knowledge of the executive officers of Parent, no material change is required in Parent's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Parent and its Subsidiaries each has all governmental permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.to

Compliance with Laws; Permits. Since January 1, 2001Except as disclosed in the Parent Reports prior to the date hereof, the businesses of each of Parent and its Subsidiaries have not been, and are not being, being conducted in violation of any Laws, except for violations or possible violations any violation that, individually or in the aggregate, are could not reasonably likely be expected to have a Parent Material Adverse Effect or prevent prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementAgreement and the Arrangement. Except with respect as disclosed in the Parent Reports prior to regulatory matters covered the date hereof and except for any investigation or review that, individually or in the aggregate, could not reasonably be expected to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by Section 6.5this Agreement and the Arrangement, no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the Knowledge knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to Parent or any of its Subsidiaries to conduct the same. No material change is required in Parent’s or any of its Subsidiaries’ processes, except for those properties or procedures in connection with any Law, and Parent has not received any notice or communication of any material noncompliance with any Law that has not been cured as of the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementdate hereof. Parent and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals (the “Parent Permits”) necessary to conduct its business in all material respects as presently conducted conducted, except those where the absence of which are notfailure to have any such Parent Permits, individually or in the aggregate, could not reasonably likely be expected to have a Parent Material Adverse Effect or prevent prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders Agreement and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse EffectArrangement.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Parent Reports filed prior to the date hereof or on Section 5.10. of the Parent Disclosure Schedule, the businesses of each of Parent and its Subsidiaries have not been, and are not being, conducted in violation of any compliance with all applicable Laws, and all notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance with such Laws, except in any such case for violations or possible violations noncompliance that, individually or in the aggregate, are would not reasonably likely be expected to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub Subsidiary to consummate the transactions contemplated by this Agreement. Except with respect as set forth in the Parent Reports filed prior to regulatory matters covered the date hereof or on Section 5.10. of the Parent Disclosure Schedule and except for routine examinations by Section 6.5State Regulators, no investigation or review by any Governmental Entity governmental entity with respect to Parent or any of its Subsidiaries is pending or, to the Knowledge knowledge of the Responsible Executive Officers of Parent, threatened, nor has any Governmental Entity governmental entity indicated an intention to conduct the same, except for those the outcome of which are would not, individually or in the aggregate, reasonably likely be expected to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub Subsidiary to consummate the transactions contemplated by this Agreement. No material change is required in Parent's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Parent and its Subsidiaries each has all governmental permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are would not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub Subsidiary to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001, the The businesses of each of Parent the Contributed Systems Entities and its Subsidiaries the Contributed Entities have not been, and are not being, conducted in violation of any Lawsfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, franchise, license or permit of any Governmental Entity (collectively, "LAWS"), except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Parent Contributed Systems Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub the Company to consummate the Contribution and the other transactions contemplated by this Agreement. Except with respect to regulatory matters covered by Section 6.5, no No investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries the Contributed Entities or the Contributed Systems is pending or, to the Knowledge knowledge of Parentthe Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, such investigation or review except for those the outcome of which any investigations or reviews that are not, individually or in the aggregate, reasonably likely to have a Parent Contributed Systems Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub the Company to consummate the Contribution and the other transactions contemplated by this Agreement. Parent To the knowledge of the Company, no material change is required in any of the Contributed Systems' processes, properties or procedures in connection with any such Laws, and its Subsidiaries each none of the Company, the Contributed Entities or the Contributed Systems has received any notice or communication of any noncompliance with any such Laws that has not been cured as of the date hereof except for such noncompliance that is not, individually or in the aggregate, reasonably likely to have a Contributed Systems Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the Contribution and the other transactions contemplated by this Agreement. Each of the Contributed Entities and the Contributed Systems has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct the businesses of its business respective Contributed Systems as presently conducted conducted, except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Contributed Systems Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub the Company to consummate the Merger Contribution and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Parent Reports filed prior to the date hereof, the businesses of each of Parent and its Subsidiaries have not been, and are not being, conducted in violation of any compliance with all Laws, including all Health Benefit Laws, except for violations or possible violations any failure to comply that, individually or in the aggregate, are would not be reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement and the Stock Option Agreement, and neither Parent nor any of its Subsidiaries has received any written notice or communication of any material failure to comply with any such Laws that has not been cured (as evidenced by a written notice to such effect, a copy of which has been provided to Company) as of the date hereof. Except with respect as set forth in the Parent Reports filed prior to regulatory matters covered by Section 6.5the date hereof, no investigation investigation, examination, audit or review by any Governmental Entity with respect to Parent or any of its Subsidiaries has occurred, is pending or, to the Knowledge knowledge of the executive officers of Parent, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Parent and each of its Subsidiaries each has have all governmental permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business their businesses as presently conducted conducted, including those applicable to each HMO, PPO or insurance, reinsurance or third-party administrator business except for those the absence of which are not, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have result in a Parent Material Adverse Effect. Since December 31, 1995, no material Subsidiary of Parent has had any material license or material certificate of authority revoked nor has any State denied any of their applications for a license or certificate of authority.

Compliance with Laws; Permits. Since January 1Except as would not have a Parent Material Adverse Effect, 2001, the businesses of each of Parent and its Subsidiaries have is and has been since January 1, 2013 in compliance with and not been, and are not being, conducted in violation of any Laws, except for violations Applicable Law applicable to Parent or possible violations that, individually such Subsidiary or Contract to which a Governmental Authority (other than in the aggregate, are not reasonably likely to have its capacity as a Parent Material Adverse Effect or prevent or materially impair the ability customer of Parent or Merger Sub to consummate any of its Subsidiaries or otherwise in its capacity as a commercial actor) and Parent or such Subsidiary is a party or by which any of the transactions contemplated by this Agreement. Except with respect to regulatory matters covered by Section 6.5, no investigation assets or review by any Governmental Entity with respect to properties of Parent or any of its Subsidiaries is pending orbound or Permit that is held by Parent or any of its Subsidiaries that is material to Parent and its Subsidiaries, to the Knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have taken as a whole (a “Parent Material Adverse Effect or prevent or materially impair the ability Permit”) and (b) since January 1, 2013, none of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Parent and its Subsidiaries each has all governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice alleging any violations of any revocation Applicable Law, Parent Material Permit or Contract with a Governmental Authority (other than in its capacity as a customer of Parent or any of its Subsidiaries or otherwise in its capacity as a commercial actor) applicable to Parent or any such Subsidiary or by which any of their respective assets or properties are bound. Each of Parent and its Subsidiaries holds all Parent Material Permits and all such Permits are valid and in full force and effect, except for such Parent Material Permits the failure of which to hold or to be valid or in full force and effect would not have a Parent Material Adverse Effect. Since January 1, 2013 through the date of this Agreement, none of Parent or any of its Subsidiaries has received any written notice of any Proceeding before any Governmental Authority threatening the validity, revocation, withdrawal, suspension, cancellation or modification of a Parent Material Permit, and no such Proceeding before any Governmental Authority is pending or to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries, except for such governmental permitsParent Material Permits that if invalid, franchisesrevoked, varianceswithdrawn, exemptionssuspended, orders and other governmental authorizations, consents and approvals, the revocation cancelled or modification of which modified would not have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Axalto Reports filed prior to the date hereof, the businesses of each of Parent Axalto and its Subsidiaries have not been, and are not being, conducted in violation of any LawsLaw, except for violations or possible violations thatthat would not, individually or in the aggregate, are not reasonably likely to have a Parent an Axalto Material Adverse Effect or prevent or materially delay or materially impair the ability of Parent or Merger Sub Axalto to consummate the transactions contemplated by this AgreementCombination Agreement to which it will be a party. Except with respect as set forth in the Axalto Reports filed prior to regulatory matters covered by Section 6.5the date hereof, no investigation or review by any Governmental Entity with respect to Parent Axalto or any of its Subsidiaries is pending or, to the Knowledge of Parentthe Axalto Executive Officers, threatenedthreatened in a formal writing, nor has any Governmental Entity indicated to Axalto an intention to conduct the same, except for those the outcome of which are would not, individually or in the aggregate, reasonably likely to have a Parent an Axalto Material Adverse Effect or prevent or materially delay or materially impair the ability of Parent or Merger Sub Axalto to consummate the transactions contemplated by this AgreementCombination Agreement to which it will be a party. Parent To the knowledge of the Axalto Executive Officers, no material change is required in Axalto's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, except those that, individually or in the aggregate, would not have an Axalto Material Adverse Effect, and, as of the date hereof, Axalto has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Axalto and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are would not, individually or in the aggregate, reasonably likely to have a Parent an Axalto Material Adverse Effect or prevent or materially delay or materially impair the ability of Parent or Merger Sub Axalto to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of Combination Agreement to which would have it will be a Parent Material Adverse Effectparty.

Compliance with Laws; Permits. Since January 1, 2001Except as disclosed in the Company Reports, the businesses of each of Parent the Company and its Subsidiaries have not been, and are not being, being conducted in violation of any federal, state, local or non-Canadian law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations or possible violations any violation that, individually or in the aggregate, are could not reasonably likely be expected to have a Parent Company Material Adverse Effect or prevent prevent, materially delay or materially impair the ability of Parent or Merger Sub the Company to consummate the transactions contemplated by this AgreementAgreement and the Arrangement. Except with respect as disclosed in the Company Reports and except for any investigation or review that, individually or in the aggregate, could not reasonably be expected to regulatory matters covered have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by Section 6.5this Agreement and the Arrangement, no investigation or review by any Governmental Entity with respect to Parent the Company or any of its Subsidiaries is pending or, to the Knowledge knowledge of Parentthe Company, threatened, nor has any Governmental Entity indicated an intention to the Company or any of its Subsidiaries to conduct the same, except for those the outcome of which are not, individually or . No material change is required in the aggregateCompany’s or any of its Subsidiaries’ processes, reasonably likely to have a Parent Material Adverse Effect properties or prevent procedures in connection with any Law, and the Company has not received any notice or materially impair communication of any material noncompliance with any Law that has not been cured as of the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementdate hereof. Parent The Company and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals (the “Company Permits”) necessary to conduct its business in all material respects as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger conducted. The Company and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice each is in compliance in all material respects with the terms of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse EffectCompany Permits.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Gemplus Reports filed prior to the date hereof, the businesses of each of Parent Gemplus and its Subsidiaries have not been, and are not being, conducted in violation of any LawsLaw, except for violations or possible violations thatthat would not, individually or in the aggregate, are not reasonably likely to have a Parent Gemplus Material Adverse Effect or prevent or materially delay or materially impair the ability of Parent or Merger Sub Gemplus to consummate the transactions contemplated by this AgreementCombination Agreement to which it will be a party. Except with respect as set forth in the Gemplus Reports filed prior to regulatory matters covered by Section 6.5the date hereof, no investigation or review by any Governmental Entity with respect to Parent Gemplus or any of its Subsidiaries is pending or, to the Knowledge of Parentthe Gemplus Executive Officers, threatenedthreatened in a formal writing, nor has any Governmental Entity indicated to Gemplus an intention to conduct the same, except for those the outcome of which are would not, individually or in the aggregate, reasonably likely to have a Parent Gemplus Material Adverse Effect or prevent or materially delay or materially impair the ability of Parent or Merger Sub Gemplus to consummate the transactions contemplated by this AgreementCombination Agreement to which it will be a party. Parent To the knowledge of the Gemplus Executive Officers, no material change is required in Gemplus' or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, except those that, individually or in the aggregate, would not have a Gemplus Material Adverse Effect, and, as of the date hereof, Gemplus has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Each of Gemplus and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are would not, individually or in the aggregate, reasonably likely to have a Parent Gemplus Material Adverse Effect or prevent or materially delay or materially impair the ability of Parent or Merger Sub Gemplus to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of Combination Agreement to which would have it will be a Parent Material Adverse Effectparty.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Axalto Reports filed prior to the date hereof, the businesses of each of Parent Axalto and its Subsidiaries have not been, and are not being, conducted in violation of any LawsLaw, except for violations or possible violations thatthat would not, individually or in the aggregate, are not reasonably likely to have a Parent an Axalto Material Adverse Effect or prevent or materially delay or materially impair the ability of Parent or Merger Sub Axalto to consummate the transactions contemplated by this AgreementCombination Agreement to which it will be a party. Except with respect as set forth in the Axalto Reports filed prior to regulatory matters covered by Section 6.5the date hereof, no investigation or review by any Governmental Entity with respect to Parent Axalto or any of its Subsidiaries is pending or, to the Knowledge of Parentthe Axalto Executive Officers, threatenedthreatened in a formal writing, nor has any Governmental Entity indicated to Axalto an intention to conduct the same, except for those the outcome of which are would not, individually or in the aggregate, reasonably likely to have a Parent an Axalto Material Adverse Effect or prevent or materially delay or materially impair the ability of Parent or Merger Sub Axalto to consummate the transactions contemplated by this AgreementCombination Agreement to which it will be a party. Parent To the knowledge of the Axalto Executive Officers, no material change is required in Axalto’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, except those that, individually or in the aggregate, would not have an Axalto Material Adverse Effect, and, as of the date hereof, Axalto has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Axalto and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are would not, individually or in the aggregate, reasonably likely to have a Parent an Axalto Material Adverse Effect or prevent or materially delay or materially impair the ability of Parent or Merger Sub Axalto to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of Combination Agreement to which would have it will be a Parent Material Adverse Effectparty.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Gemplus Reports filed prior to the date hereof, the businesses of each of Parent Gemplus and its Subsidiaries have not been, and are not being, conducted in violation of any LawsLaw, except for violations or possible violations thatthat would not, individually or in the aggregate, are not reasonably likely to have a Parent Gemplus Material Adverse Effect or prevent or materially delay or materially impair the ability of Parent or Merger Sub Gemplus to consummate the transactions contemplated by this AgreementCombination Agreement to which it will be a party. Except with respect as set forth in the Gemplus Reports filed prior to regulatory matters covered by Section 6.5the date hereof, no investigation or review by any Governmental Entity with respect to Parent Gemplus or any of its Subsidiaries is pending or, to the Knowledge of Parentthe Gemplus Executive Officers, threatenedthreatened in a formal writing, nor has any Governmental Entity indicated to Gemplus an intention to conduct the same, except for those the outcome of which are would not, individually or in the aggregate, reasonably likely to have a Parent Gemplus Material Adverse Effect or prevent or materially delay or materially impair the ability of Parent or Merger Sub Gemplus to consummate the transactions contemplated by this AgreementCombination Agreement to which it will be a party. Parent To the knowledge of the Gemplus Executive Officers, no material change is required in Gemplus’ or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, except those that, individually or in the aggregate, would not have a Gemplus Material Adverse Effect, and, as of the date hereof, Gemplus has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Each of Gemplus and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are would not, individually or in the aggregate, reasonably likely to have a Parent Gemplus Material Adverse Effect or prevent or materially delay or materially impair the ability of Parent or Merger Sub Gemplus to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of Combination Agreement to which would have it will be a Parent Material Adverse Effectparty.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Company Reports filed prior to the date hereof, the businesses of each of Parent the Company and its Subsidiaries have not been, and are not being, conducted in violation of any multinational, federal, regional, state, local or other law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, "Laws"), except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Parent Company Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub the Company to consummate the transactions contemplated by this Agreement. Except with respect as set forth in the Company Reports filed prior to regulatory matters covered by Section 6.5the date hereof, no investigation or review by any Governmental Entity with respect to Parent the Company or any of its Subsidiaries is pending or, to the Knowledge knowledge of Parentthe officers of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Company Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub the Company to consummate the transactions contemplated by this Agreement. Parent To the knowledge of the officers of the Company, no material change is required in the Company's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Company Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub the Company to consummate the Merger Amalgamation and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Parent Reports filed prior to the date hereof, the businesses of each of the Parent and its Subsidiaries have not been, and are not being, conducted in violation of any LawsLaw, except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of the Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Except with respect as set forth in the Parent Reports filed prior to regulatory matters covered by Section 6.5the date hereof, no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the Knowledge knowledge of the officers of the Parent, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. To the knowledge of the officers of Parent, no material change is required in Parent's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Parent and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the Merger Amalgamation and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the CSC Reports filed prior to the date hereof, the businesses of each of Parent CSC and its Subsidiaries have not been, and are not being, conducted in violation of any Laws, except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Except with respect as set forth in the CSC Reports filed prior to regulatory matters covered by Section 6.5the date hereof, no investigation or review by any Governmental Entity with respect to Parent CSC or any of its Subsidiaries is pending or, to the Knowledge knowledge of ParentCSC, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the transactions contemplated by this Agreement. To the knowledge of CSC, no material change is required in CSC's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and CSC has not received any notice or communication of any noncompliance with any such Laws that has not been cured as of the date hereof except for noncompliance that is not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the transactions contemplated by this Agreement. CSC and its Subsidiaries each has all governmental permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the Merger Transactions and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001, the The businesses of each of Parent and its the Transferred Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, "Laws"), except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Parent Transferred Subsidiary Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub Western to consummate the transactions contemplated by this Agreement. Except with respect to regulatory matters covered by Section 6.5, no No investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries Transferred Subsidiary is pending or, to the Knowledge knowledge of ParentWestern, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Transferred Subsidiary Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub Western to consummate the transactions contemplated by this Agreement. Parent No material change is required in any Transferred Subsidiary's processes, properties or procedures in connection with any such Laws, and its Subsidiaries each no Transferred Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured. Each Transferred Subsidiary has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Transferred Subsidiary Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub Western to consummate the Merger Share Issuance and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Parent Reports filed prior to the date hereof or on SECTION 5.9 of the Parent Disclosure Schedule, the businesses of each of Parent and its Subsidiaries have not been, and are not being, conducted in violation of any Laws, except for violations or possible violations that, individually or in the aggregate, are do not or would not be reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub Subsidiary to consummate the transactions contemplated by this Agreement. Except with respect as set forth in the Parent Reports filed prior to regulatory matters covered by Section 6.5the date hereof or on SECTION 5.9 of the Parent Disclosure Schedule, no investigation or review by any Governmental Entity governmental entity with respect to Parent or any of its Subsidiaries is pending or, to the Knowledge knowledge of the Responsible Executive Officers of Parent, threatened, nor has any Governmental Entity governmental entity overtly indicated to the Company an intention to conduct the same, except for those the outcome of which are would not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub Subsidiary to consummate the transactions contemplated by this Agreement. Parent and its Subsidiaries each has all governmental permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are do not, or would not be reasonably likely to, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub Subsidiary to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Reports filed prior to the date hereof, the businesses of each of Parent it and its Subsidiaries have not been, and are not being, conducted in violation of any law, ordinance, regulation, judgment, order, decree, arbitration award, license or permit of any Governmental Entity (each a "Law" and collectively, "Laws"), except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect on it or prevent or materially burden or materially impair the its ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. Except with respect as set forth in the Reports filed prior to regulatory matters covered by Section 6.5the date hereof, no investigation or review by any Governmental Entity with respect to Parent it or any of its Subsidiaries is pending or, to the Knowledge knowledge of Parentits executive officers, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect on it or prevent or materially burden or materially impair the ability of Parent or Merger Sub it to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. Parent To the knowledge of its executive officers, no material change is required in its or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and it has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Each of it and its Subsidiaries each has all governmental permits, licenses, trademarks, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals (collectively, "Permits") necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect on it or prevent or materially burden or materially impair the its ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001, the businesses of each of (a) Parent and its the Parent Subsidiaries are and have not beenbeen since December 31, 2015 in compliance with and are not being, conducted in default under or in violation of any Laws (including Environmental Laws) applicable to Parent, such Subsidiaries or any of their respective properties or assets, except for violations where such non-compliance, default or possible violations thatviolation has not had and would not reasonably be expected to have, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair Effect. Notwithstanding anything to the ability contrary in this Section 5.9(a), the provisions of this Section 5.9(a) shall not apply to matters addressed in Section 5.9(c) and Section 5.14. (b) Parent or Merger Sub to consummate and the transactions contemplated by this Agreement. Except with respect to regulatory matters covered by Section 6.5Parent Subsidiaries are and since December 31, no investigation or review by 2015 have been in possession of all grants, authorizations, licenses, permits, exceptions, consents, certificates, approvals, registrations, clearances and orders of any Governmental Entity with respect and/or Program Lender or pursuant to any applicable Law necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”), except where the failure to have any of its Subsidiaries is pending or, the Parent Permits would not reasonably be expected to the Knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are nothave, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub Effect. Except as has not had and would not reasonably be expected to consummate the transactions contemplated by this Agreement. Parent and its Subsidiaries each has all governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are nothave, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect, all Parent Permits are in full force and effect, no default (with or without notice, lapse of time or both) has occurred under any such Parent Permit and none of Parent or any Parent Subsidiary has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any such Parent Permit.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Parent Reports filed prior to the date hereof or on SECTION 5.10. of the Parent Disclosure Schedule, the businesses of each of Parent and its Subsidiaries have not been, and are not being, conducted in violation of any compliance with all applicable Laws, and all notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance with such Laws, except in any such case for violations or possible violations noncompliance that, individually or in the aggregate, are would not reasonably likely be expected to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub Subsidiary to consummate the transactions contemplated by this Agreement. Except with respect as set forth in the Parent Reports filed prior to regulatory matters covered the date hereof or on SECTION 5.10. of the Parent Disclosure Schedule and except for routine examinations by Section 6.5State Regulators, no investigation or review by any Governmental Entity governmental entity with respect to Parent or any of its Subsidiaries is pending or, to the Knowledge knowledge of the Responsible Executive Officers of Parent, threatened, nor has any Governmental Entity governmental entity indicated an intention to conduct the same, except for those the outcome of which are would not, individually or in the aggregate, reasonably likely be expected to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub Subsidiary to consummate the transactions contemplated by this Agreement. No material change is required in Parent's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Parent and its Subsidiaries each has all governmental permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are would not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub Subsidiary to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001Except as set forth in the Protection One Reports filed prior to the date hereof, the businesses of each of Parent Protection One and its Subsidiaries have not been, and are not being, conducted in violation of any Laws, except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Parent Protection One Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub Protection One to consummate the Share Issuance or the other transactions contemplated by this Agreement and the Stock Option Agreement. Except with respect as set forth in the Protection One Reports filed prior to regulatory matters covered by Section 6.5the date hereof, no investigation or review by any Governmental Entity with respect to Parent Protection One or any of its Subsidiaries is pending or, to the Knowledge knowledge of ParentProtection One, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Protection One Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub Protection One to consummate the Share Issuance or the other transactions contemplated by this Agreement and the Stock Option Agreement. Parent No material change is required in Protection One's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and neither Protection One nor any of its Subsidiaries has received any notice or communication of any material noncompliance with any such Laws that has not been cured. Protection One and each of its Subsidiaries has all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its respective business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Protection One Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub Protection One to consummate the Merger and Share Issuance or the other transactions contemplated by this Agreement or the Stock Option Agreement. Neither Parent nor any of its Subsidiaries has received written notice of any revocation or modification of any such governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals, the revocation or modification of which would have a Parent Material Adverse Effect.