Common use of Compliance with Laws; Permits Clause in Contracts

Compliance with Laws; Permits. The Company and each of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Since January 1, 2001, the businesses of each of the Company and each of its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, writ, arbitration award, agency requirement, license, permit, franchise, variance, exemption or other governmental authorization, consent or approval of any Governmental Entity (collectively, “Laws”), except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Since January 1Except with respect to regulatory matters covered by Section 6.5, 2013no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, neither to the Knowledge 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 Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company 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 Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries has received any written notice from of any Governmental Entity regarding revocation or modification of 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, such governmental permits, easementsfranchises, variances, exceptionsexemptions, consentsorders and other governmental authorizations, certificates, consents and approvals, clearances, permissions, qualifications and registrations and orders the revocation or modification of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and which would have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are are, and, since January 1, 2017, have been, in compliance with all applicable Laws, judgments, decrees, and are not in default under or in violation orders of any applicable LawGovernmental Authorities and Permits, except where such non-compliance, default or violation as would not have and would not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect. Since January 1, 20132017 through the date hereof, neither the Company nor any of its Subsidiaries has received any written notice notification or, to the Knowledge of the Company, oral notification from any Governmental Entity regarding Authority of any violation ofof Law applicable to the Company or any of its Subsidiaries or by which any of their respective businesses, operations, properties or failure to comply with, any Lawassets are bound, except as would not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect. . (b) The Company and each of its Subsidiaries are in possession of hold, and, since January 1, 2017, have held, all licenses, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearancesauthorizations, permissions, qualifications and registrations and orders from Governmental Authorities necessary for the lawful conduct of all Governmental Entitiestheir respective businesses (collectively, “Permits”), and all rights under any Company Specified Contract with such Permits are in full force and effect in all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)material respects, except where the failure to have any hold the same or the failure of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 same to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect. . (c) The Company is, and each of its Subsidiaries isis in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977, as amended (including without limitation its provisions relating to the accuracy of books and records and maintenance of internal controls sufficient to prevent bribery), (ii) the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, (iii) the United Kingdom Bribery Act of 2010, (iv) the Bermuda Bribery Act 2016, and (v) all other similar Laws, writs, injunctions, directives, judgments, decrees, or orders to which the Company or its Subsidiaries are subject relating to anti-corruption compliance (collectively, the “Anti-Corruption Laws”). (d) Except as would not constitute a Material Adverse Effect: (i) the Company has complied at all times with all applicable Laws pertaining to privacy and data security and the collection, use, and transfer of Nonpublic Personal Information (as defined as 15 U.S.C. §6809), including the Xxxxx-Xxxxx-Xxxxxx Act, the Telephone Consumer Protection Act and the NY Department of Financial Services Cybersecurity Regulation, 23 NYCRR 500; (ii) the Company does not use, collect, or receive any Nonpublic Personal Information and does not become aware of the identity or location of, or identify or locate, any person as a result of any receipt of such Nonpublic Personal Information in violation of applicable Laws; (iii) any website owned or operated by the Company since January 1, 2017 has maintained a publicly posted privacy policy that accurately describes the practices of Company with respect to the collection, use and disclosure of Nonpublic Personal Information collected by such websites; (iv) the Company has established and is in compliance with a written information security program that (x) includes administrative, technical, and physical safeguards reasonably designed to safeguard the terms security, confidentiality, and requirements integrity of such transactions involving Nonpublic Personal Information and (y) is reasonably designed to protect against unauthorized access to Nonpublic Personal Information and the systems of any third-party service providers that have access to Nonpublic Personal Information; (v) the Company Permitsis currently and since January 1, except where the failure 2017 has been certified to be in compliance with Payment Card Industry Data Security Standard; and (vi) the Company has not had neither provided, nor been required to provide, notice to an individual, business entity, or state or federal governmental entity relating to a cybersecurity incident or the unauthorized access to or acquisition of Nonpublic Personal Information. (e) Since January 1, 2015, none of the Company and its Subsidiaries nor, to the Knowledge of the Company, any director, officer, agent, or employee of the Company or any of its Subsidiaries has for the benefit of the Company or any of its Subsidiaries engaged in any financial transaction or other business conduct, including the sale, import, or export of goods or services, or facilitated such financial transaction or business conduct, or otherwise engaged in any business or financial arrangement with a Sanctioned Person or otherwise in violation of Sanctions. (f) The Company and its Subsidiaries have in place and have adhered to policies, procedures, and internal controls reasonably designed to prevent their respective directors, officers, employees, agents, and representatives from undertaking any activity, practice, or conduct relating to the business of the Company or any Subsidiary that would not reasonably be expected constitute an offense under any Anti-Money Laundering Laws, and none of the Company or its Subsidiaries has violated any applicable Anti-Money Laundering Laws in any material respect. (g) None of the Company nor any of its Subsidiaries has (i) received any written correspondence, (ii) conducted an internal investigation, (iii) provided any voluntary disclosure, or (iv) been the subject of any investigation, inquiry, or enforcement proceedings (to havewhich they have received notification of such investigation, individually inquiry, or enforcement proceedings) by any Governmental Authority, in each case, relating to an offense under or alleged violation of any of the aggregateAnti-Money Laundering Laws, a Company Material Adverse EffectAnti-Corruption Laws, or Sanctions.

Compliance with Laws; Permits. The Company (a) MLP and each of its Subsidiaries are are, and since the later of December 31, 2012 and their respective dates of incorporation, formation or organization have been, in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, tariff, ordinance, rule, regulation, judgment, order, injunction, stipulation, determination, award or decree or agency requirement of or undertaking to any Governmental Authority, including common law (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company an MLP Material Adverse Effect. Since January 1, 2013, neither the Company 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 Company Material Adverse Effect. The Company . (b) MLP and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Permits (including Environmental Permits) necessary for the Company MLP and its Subsidiaries to own, lease and operate their properties and assets and or to carry on their businesses as presently they are now being conducted (the “Company MLP Permits”), except where the failure to have any of the Company MLP Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company an MLP Material Adverse Effect. All Company MLP 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 thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company an MLP Material Adverse Effect. The Company isNo suspension or cancellation of any of the MLP Permits is pending or, and each to the Knowledge of its Subsidiaries isMLP, in compliance with the terms and requirements of such Company Permitsthreatened, except where the failure to be in compliance has not had and such suspension or cancellation would not reasonably be expected to have, individually or in the aggregate, an MLP Material Adverse Effect. MLP and its Subsidiaries are not, and since December 31, 2012 have not been, in violation or breach of, or default under, any MLP Permit, except where such violation, breach or default would not have, individually or in the aggregate, an MLP Material Adverse Effect. As of the date of this Agreement, to the Knowledge of MLP, no event or condition has occurred or exists which would result in a Company violation of, breach, default or loss of a benefit under, or acceleration of an obligation of MLP or any of its Subsidiaries under, any MLP Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any MLP Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, an MLP Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), MLP, each of its Subsidiaries, and, to the Knowledge of MLP, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to MLP or its Subsidiaries; (ii) has not, to the Knowledge of MLP, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of MLP, is not being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, an MLP Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company Company, its Subsidiaries, and each of the Company’s and its Subsidiaries are Subsidiaries’ officers, directors and employees are, and to the knowledge of the Company have been, since January 1, 2018, in compliance with all applicable Laws, including the Controlled Substances Act and are not in default under or in violation of any applicable Lawthe Food, Drug & Cosmetic Act, except where such non-compliance, default or violation would not have and as would not reasonably be expected to havebe, individually or in the aggregate, expected to be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. Since January 1, 20132018, neither (i) none of the Company or any of its Subsidiaries has been subjected to, or received any notification from, any Governmental Authority of a violation of any applicable Law, including the Controlled Substances Act, or any investigation by a Governmental Authority for actual or alleged violation of any applicable Law, (ii) to the knowledge of the Company, no claims have been filed against the Company or any of its Subsidiaries with any Governmental Authority alleging any material failure by the Company or any of its Subsidiaries to comply with any applicable Law and (iii) none of the Company nor any of its Subsidiaries has received any written notice from made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority regarding any violation of, alleged act or failure omission arising under or relating to comply with, any noncompliance with any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. . (b) The Company and each of its Subsidiaries has all Permits that are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries required to own, lease and or operate their its properties and assets and to carry on their businesses conduct its business as presently currently conducted and as proposed to be conducted (the “Company Permits”), except where the failure to have such Company Permits would not be material to the Company and its Subsidiaries, taken as a whole. As of the date hereof, (i) each Company Permit is in full force and effect in accordance with its terms, (ii) no outstanding notice of revocation, cancellation or termination of any Company Permit has been received by the Company or any of its Subsidiaries, (iii) there are no Actions pending or, to the knowledge of the Company, threatened that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any Company Permit, (iv) each of the Company and each of its Subsidiaries is, and has been since January 1, 2018, in compliance with all material Company Permits has applicable to the Company or such Subsidiary and no condition exists that with notice or lapse of time or both would constitute a default under such Company Permits, in each case, except as would not had be material to the Company and its Subsidiaries, taken as a whole. The consummation of the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any Company Permits, except for any such revocation, modification or cancellation that would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Section 5.10(b) of the Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, Disclosure Schedule contains a Company Material Adverse Effect. The Company is, and each complete list of its Subsidiaries is, in compliance with the terms and requirements of such all material Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company and each of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectTransmission Business MAE, the Transmission Business is conducted, and since January 1, 2010 has been conducted, in compliance with all applicable Laws and Orders. Since January 1, 20132010, neither the Company Entergy nor any Subsidiary of its Subsidiaries Entergy has received any written notice or, to the Knowledge of Entergy, other communication from any Governmental Entity Authority regarding any actual or possible violation of, or failure to comply with, any LawLaw or Order, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company Transmission Business MAE. (b) As of the date hereof, Entergy and its Subsidiaries are are, and, as of the Distribution Date and the Effective Time, TransCo and its Subsidiaries will be, in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and qualifications, registrations and orders of all any Governmental EntitiesAuthority, and all rights under any Company Specified Contract with all any Governmental EntitiesAuthority, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses conduct of the Transmission Business as presently such business is currently being conducted (the “Company Transmission Permits”), except where the failure to have any of the Company Transmission Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectTransmission Business MAE. All Company As of the date hereof, all Transmission Permits are of Entergy and its Subsidiaries are, and as of the Distribution Date and Effective Time all Transmission Permits of TransCo and its Subsidiaries will be, 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 thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectTransmission Business MAE. The Company As of the date hereof, Entergy is, and each of its Subsidiaries is, and the Transmission Business as being conducted is, and, as of the Distribution Date and the Effective Time, TransCo and each of its Subsidiaries are, and the Transmission Business will be conducted, in compliance in all respects with the terms and requirements of such Company Transmission Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectTransmission Business MAE. (c) Notwithstanding anything contained in Section 2.08(a), no representation or warranty shall be deemed to be made in Section 2.08(a) in respect of Tax, employee benefits, labor, intellectual property or environmental matters. Notwithstanding anything to the contrary in Section 2.08(b), no representation or warranty shall be deemed to be made in Section 2.08(b) in respect of environmental matters.

Compliance with Laws; Permits. The Company and each of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectan ITC MAE, the businesses of each of ITC and its Subsidiaries is being conducted, and since January 1, 2010 has been conducted, in compliance with all applicable Laws and Orders. Since January 1, 20132010, neither the Company ITC nor any Subsidiary of its Subsidiaries ITC has received any written notice or, to the Knowledge of ITC, other communication from any Governmental Entity Authority regarding any actual or possible violation of, or failure to comply with, any LawLaw or Order, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company an ITC MAE. (b) ITC and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and qualifications, registrations and orders of all any Governmental EntitiesAuthority, and all rights under any Company Specified Contract with all any Governmental EntitiesAuthority, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and conduct of its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses respective business as presently such business is currently being conducted (the “Company ITC Permits”), except where the failure to have any of the Company ITC Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectan ITC MAE. All Company ITC 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 thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectan ITC MAE. The Company ITC is, and each of its Subsidiaries is, and each of their respective businesses as being conducted is, in compliance in all respects with the terms and requirements of such Company ITC Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectan ITC MAE. (c) Notwithstanding anything contained in Section 3.09(a), no representation or warranty shall be deemed to be made in Section 3.09(a) in respect of Tax, employee benefits, labor, intellectual property or environmental matters. Notwithstanding anything contained in Section 3.09(b), no representation or warranty shall be deemed to be made in Section 3.09(b) in respect of environmental matters.

Compliance with Laws; Permits. The Company and businesses of each of Parent and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable LawLaws, except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, are not reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Since January 1, 2013, neither the Company nor No investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the knowledge of the officers of Parent, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, except as would not reasonably be expected to havefor those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. The Company 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 are in possession of each has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (except those the “Company Permits”), except where the failure to have any absence of the Company Permits has not had and would not reasonably be expected to havewhich are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect. All Company Permits are valid Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the Merger 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. The Except as set forth in the ----------------------------- Company Reports filed prior to the date hereof, the businesses of each of the Company and each of its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, 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 where such non-compliancefor violations or possible violations that, default individually or violation would not have and would in ---- the aggregate, are not reasonably be expected likely to havehave a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. 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 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 Company Material Adverse Effect. Since January 1, 2013, neither Effect or prevent or materially burden or materially impair the Company 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any ability of the Company Permits has not had to consummate the Merger and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. (a) The Company and each of its the Company Subsidiaries have complied and are in compliance with all laws, rules and are not in default under regulations, ordinances, judgments, decrees, orders, writs and injunctions of all Government Entities relating to the ADS Business, the Acquired Assets or in violation of any applicable Lawthe Retained Liabilities, except where such non-compliance, default or violation would for instances of possible noncompliance that have not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013and no notice, neither charge or assertion has been received by the Company nor or any of its Subsidiaries has received Company Subsidiary or, to the Company’s knowledge, threatened against the Company or any written notice from any Governmental Entity regarding Company Subsidiary alleging 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has foregoing, except for instances of possible noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits licenses, authorizations, consents, permits and approvals relating to the ADS Business, the Acquired Assets or the Retained Liabilities required under such laws, rules and regulations 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate the Acquired Assets or to carry on the ADS Business substantially in the manner described in the Company SEC Documents filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) None of the Company or any of the Company Subsidiaries, any of their respective directors, officers, agents, employees or representatives (in each case acting in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Entity, in the United States or any other country, that was illegal under any applicable law, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges or (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, except, in each case, for such payments, violations, conduct or other practices that have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company (a) MLP and each of its Subsidiaries are are, and since the later of December 31, 2011 and their respective dates of incorporation, formation or organization have been, in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to any Governmental Authority, including common law (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company an MLP Material Adverse Effect. Since January 1, 2013, neither the Company 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 Company Material Adverse Effect. The Company . (b) MLP and its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations approvals and orders of all any Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Authority necessary for the Company MLP and its Subsidiaries to own, lease and operate their properties and assets and or to carry on their businesses as presently they are now being conducted (the “Company MLP Permits”), except where the failure to have any of the Company MLP Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company an MLP Material Adverse Effect. All Company MLP 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 thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company an MLP Material Adverse Effect. The Company isNo suspension or cancellation of any of the MLP Permits is pending or, and each to the Knowledge of its Subsidiaries isMLP, in compliance with the terms and requirements of such Company Permitsthreatened, except where the failure to be in compliance has not had and such suspension or cancellation would not reasonably be expected to have, individually or in the aggregate, an MLP Material Adverse Effect. MLP and its Subsidiaries are not, and since December 31, 2011 have not been, in violation or breach of, or default under, any MLP Permit, except where such violation, breach or default would not have, individually or in the aggregate, an MLP Material Adverse Effect. As of the date of this Agreement, to the Knowledge of MLP, no event or condition has occurred or exists which would result in a Company violation of, breach, default or loss of a benefit under, or acceleration of an obligation of MLP or any of its Subsidiaries under, any MLP Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any MLP Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, an MLP Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), MLP, each of its Subsidiaries, and, to the Knowledge of MLP, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to MLP or its Subsidiaries; (ii) has not, to the Knowledge of MLP, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of MLP, is not being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, an MLP Material Adverse Effect.

Compliance with Laws; Permits. The businesses of each of the Company and each of its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, 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 where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. Since January 1, 2013, neither Effect or prevent or materially burden or materially impair the ability of the Company nor to consummate the transactions contemplated by this Agreement. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the officers of the Company, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, except as would not reasonably be expected to havefor those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of the Company to consummate transactions contemplated by this Agreement. 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 are in possession of each has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (except those the “Company Permits”), except where the failure to have any absence of the Company Permits has not had and would not reasonably be expected to havewhich are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. All Effect or prevent or materially burden or materially impair the ability of the Company Permits are valid to consummate the Merger 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries Company Subsidiary have not violated and are in compliance with and are not in default under all Applicable Laws, except for any violation that, individually or in violation of any applicable Lawthe aggregate, except where such non-compliancehas not had, default or violation would not have and would not reasonably be expected to have, a Company Material Adverse Effect or would not reasonably be expected to prevent or materially delay consummation of the Merger or the other transactions contemplated by this Agreement. Neither the Company nor any Company Subsidiary has received any written notice, or, to the Knowledge of the Company, has been otherwise advised, of any violation of, any Applicable Law, except for any violation that, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation ofnot had, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and Effect or would not reasonably be expected to haveprevent or materially delay consummation of the Merger or the other transactions contemplated by this Agreement. This Section 5.6(a) does not relate to any employment or labor matters, which are the subject of Section 5.16 and Section 5.17, or to any tax matters, which are the subject of Section 5.12. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay consummation of the Merger or the other transactions contemplated by this Agreement, the Company and the Company Subsidiaries (i) have all Permits required to conduct their respective businesses as now conducted and (ii) are in compliance with all such Permits. Except as would not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect. All , all of the Company’s and the Company Subsidiaries’ Permits are valid and in full force and effect effect, no default (with or without notice, lapse of time or both) has occurred under any such Permits and are not subject no limitation, restriction, suspension, cancellation, revocation, withdrawal, modification or non-renewal of any such Permit is pending or, to any administrative or judicial proceeding the Knowledge of the Company, threatened, and to the Knowledge of the Company, no event has occurred that could would result in modificationthe limitation, termination restriction, suspension, cancellation, revocation, withdrawal, modification or revocation thereof, except where the failure to be in full force and effect or non-renewal of any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectPermit.

Compliance with Laws; Permits. The Company and each of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable Law, except where Except for such non-compliance, default or violation would not have and would not reasonably be expected to havematters as, individually or in the aggregate, do not and are not reasonably likely to have a Company Material Adverse EffectEffect and except for matters arising under Environmental Laws which are treated exclusively in Section 3.13: (a) Neither the Company nor any Subsidiary of the Company is in violation of any applicable law, rule, regulation, code, governmental determination, order, treaty, convention, governmental certification requirement or other public limitation, U.S. or non-U.S., including without limitation the UK Companies Act of 2006 (collectively, “Applicable Laws”), relating to the ownership or operation of any of their respective assets or businesses, and no claim is pending or, to the knowledge of the Company, threatened with respect to any such matters. Since January 1No condition exists that is not disclosed in the Company Disclosure Schedule or the Company Reports and which does or is reasonably likely to constitute a violation of or deficiency under any Applicable Law relating to the ownership or operation of the assets or conduct of businesses of the Company or any Subsidiary of the Company. (b) The Company and each Subsidiary of the Company hold all permits, 2013licenses, certifications, variations, exemptions, orders, franchises and approvals of all governmental or regulatory authorities necessary for the ownership, leasing and operation of their respective assets or the conduct of their respective businesses (the “Company Permits”). All Company Permits are in full force and effect and there exists no default thereunder or breach thereof, and the Company has no notice or actual knowledge that such Company Permits will not be renewed in the ordinary course after the Effective Time. No Governmental Entity has given, or to the knowledge of the Company threatened to give, any notice to terminate, cancel or reform any Company Permit. (c) Each drilling unit owned or leased by the Company or a Subsidiary of the Company which is subject to classification is in class without any significant outstanding deficiencies according to the rules and regulations of the applicable classifying body and is duly and lawfully documented under the laws of its flag jurisdiction. (d) The Company and each Subsidiary of the Company possess all permits, licenses, operating authorities, orders, exemptions, franchises, variances, consents, approvals or other authorizations required for the present ownership and operation of all its real property or leaseholds (“Company Real Property”). There exists no material default or breach with respect to, and no party or Governmental Entity has taken or, to the knowledge of the Company, threatened to take, any action to terminate, cancel or reform any such permit, license, operating authority, order, exemption, franchise, variance, consent, approval or other authorization pertaining to the Company Real Property. (e) The Company has instituted and maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with the United States Foreign Corrupt Practices Act (the “FCPA”) and other similar applicable foreign laws. Without limiting the generality of clause (a) above, and mindful of the principles of the FCPA and other similar applicable foreign laws, neither the Company nor any of its Subsidiaries has received nor, in any written notice from any Governmental Entity regarding any violation of, or failure to comply withsuch case, any Lawof their respective Company Representatives (i) is in violation of the FCPA or other similar applicable foreign laws as a result of having made, except as would not reasonably be expected offered or authorized any payment or given or offered anything of value directly or indirectly to haveany officer, individually employee or in the aggregaterepresentative of a government or any department, agency or instrumentality thereof (including any state owned or controlled enterprise), political party, political campaign or public international organization (a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract “Government Official”) (including through a friend or family member with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents personal relationships with all Governmental Entities necessary Government Officials) for the purpose of influencing an act or decision of the Government Official in his official capacity or inducing the Government Official to use his influence with that government, political party, political campaign or public international organization or (ii) has taken any action that would be reasonably likely to subject the Company and or any of its Subsidiaries to ownany material liability or penalty under any and all Applicable Laws of any Governmental Entity. “Person” means any natural person, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)firm, except where the failure to have any of the Company Permits has not had and would not reasonably be expected to haveindividual, individually partnership, joint venture, business trust, trust, association, corporation, company, limited liability company, unincorporated entity or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectGovernmental Entity.

Compliance with Laws; Permits. (i) The business and operations of the Company and each of its the Company Insurance Subsidiaries are have been conducted in compliance with all applicable statutes and are not in default under or in violation regulations regulating the business of any insurance and all applicable Laworders and directives of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) (collectively, "Insurance Laws"), except where the failure to so conduct such non-compliance, default or violation business and operations would not have and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013, neither except where the Company 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 do so would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The , each Company and its Subsidiaries are in possession Insurance Subsidiary and, to the knowledge of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders the executive officers of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company its agents have marketed, sold and its Subsidiaries issued insurance products in compliance, in all material respects, with Insurance Laws applicable to ownthe business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, lease including, without limitation, in compliance with (a) all applicable prohibitions against "redlining" or withdrawal of business lines, (b) all applicable requirements relating to the disclosure of the nature of insurance products as policies of insurance and operate their properties (c) all applicable requirements relating to insurance product projections and assets and illustrations. In addition, (i) there is no pending or, to carry on their businesses as presently conducted (the “Company Permits”)knowledge of the executive officers of the Company, except where the failure to have threatened charge by any insurance regulatory authority that any of the Company Permits Insurance Subsidiaries has not had and would not reasonably be expected violated, nor any pending or, to havethe knowledge of the executive officers of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. All ; (ii) none of the Company Permits are valid and in full force and effect and are not Insurance Subsidiaries is subject to any administrative order or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure decree of any insurance regulatory authority relating specifically to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected such Company Insurance Subsidiary (as opposed to haveinsurance companies generally) which would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The ; and (iii) the Company is, and each of its Insurance Subsidiaries is, in compliance have filed all reports required to be filed with any insurance regulatory authority on or before the terms and requirements of such Company Permits, except where date hereof as to which the failure to file such reports would individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. (ii) In addition to Insurance Laws, except as set forth in compliance has the Company Reports filed prior to the date hereof, the businesses of each of the Company and its Subsidiaries have not had been, and would are not reasonably be expected to havebeing, 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 with Insurance Laws, "Laws"), except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock

Compliance with Laws; Permits. The businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with all federal, state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees, arbitration awards, agency requirements, licenses and are not in default under or in violation permits of any applicable Lawall Governmental Entities (collectively, “Laws”), except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, (i) have not had, and are not reasonably likely to have, a Company Material Adverse Effect. Since January 1Effect or prevent, 2013, neither materially delay or materially impair the ability of the Company nor to consummate the transactions contemplated by this Agreement and (ii) have not resulted, and are not reasonably likely to result in, the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries has received or any written notice from of their respective directors or officers. To the Knowledge of the Company, no investigation or review by any Governmental Entity regarding with respect to the Company or any violation ofof its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation or failure review. 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 have all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to comply withconduct its business as presently conducted (each, any Law, a “Company Permit”) except as would not reasonably be expected to havethose the absence of which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Effect or prevent or materially burden or materially impair the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any ability of the Company Permits has not had to consummate the Merger and would not reasonably be expected to have, individually or in the aggregate, a other transactions contemplated by this Agreement. No Company Material Adverse Effect. All Company 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 Permit will cease to be in full force and effect effective as a result of the execution of this Agreement or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each consummation of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Compliance with Laws; Permits. (i) The business and operations of the Company, and the Company and each of its Subsidiaries are Insurance Subsidiaries, have been conducted in compliance with all applicable domestic and are not in default under or in violation foreign statutes, regulations and rules regulating the business of any insurance and all applicable Laworders and directives of insurance regulatory authorities and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (collectively, "Insurance Laws"), except where the failure to so conduct such non-compliance, default or violation business and operations would not have and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013each Company Insurance Subsidiary has marketed, neither sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of such Company Insurance Subsidiary in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with all applicable prohibitions against "redlining" or withdrawal of business lines. In addition, the Company nor has no knowledge that its agents have not marketed, sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of the Company Insurance Subsidiaries in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with all applicable prohibitions against "redlining" or withdrawal of business lines. In addition, (i) none of the Company Insurance Subsidiaries is subject to any order or decree of its any insurance regulatory authority relating specifically to such Company Insurance Subsidiary (as opposed to insurance companies generally); and (ii) each of the Company Insurance Subsidiaries has received filed all reports required to be filed with any written notice from any Governmental Entity regarding any violation of, insurance regulatory authority on or before the date hereof as to which the failure to comply with, any Law, except as would not reasonably be expected to havefile such reports would, individually or in the aggregate, have a Company Material Adverse Effect. The . (ii) In addition to Insurance Laws, except as set forth in the Company and its Subsidiaries are in possession Reports filed prior to the date hereof, the businesses of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders each of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to ownhave not been, lease and operate their properties and assets and to carry on their businesses as presently 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 (the “Company Permits”collectively with Insurance Laws, "Laws"), except where the failure to have any of the Company Permits has not had and for violations or possible violations that would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement. All Company Permits are valid and No material change is required 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 Company's or any modificationof its Subsidiaries' processes, termination properties or revocation thereof procedures in connection with any applicable Laws, and the Company has not had 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 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 would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries have complied and are currently in compliance with all applicable Laws and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectOrders. Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries has received received, nor does the Company have knowledge of the issuance or proposed issuance of, any written notice from by any Governmental Entity regarding Authority of any violation ofor any alleged violation of any Law or Order. (b) Schedule 4.15(b) sets forth a list of each license, certificate, authorization, qualification, permit, consent, and approval held by the Company or any of its Subsidiaries, or failure issued and held in respect of the Company or any of its Subsidiaries, or required to comply withbe so issued and held to carry on the business of the Company or any of its Subsidiaries, as currently conducted or required by Law or any LawRegulatory Authority, except in each case as for licenses, certificates, authorizations, qualifications, permits, consents, and approvals the failures of which to obtain would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchisesEach license, grantscertificate, authorizationsauthorization, licensesqualification, permitspermit, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiesconsent, and all rights under any approval disclosed on Schedule 4.15(b) is held by the Company Specified Contract with all Governmental Entitiesor such Subsidiary, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are is valid and in full force and effect and will not be terminated or impaired (or become terminated or impaired) as a result of the transactions contemplated by this Agreement or the Ancillary Agreements. There are no actions that must be taken by the Company or any Subsidiary within 90 days following the Closing Date that, if not subject to any administrative or judicial proceeding that could taken, would result in modification, the termination or revocation thereofimpairment of any license, except where the failure certificate, authorization, qualification, permit, consent, and approval held by Company or such Subsidiary, or issued and held in respect of Company or such Subsidiary, or required to be so issued and held to carry on the business of the Company or such Subsidiary, as currently conducted. Neither Company nor any of its Subsidiaries is in full force and effect default under and, to the knowledge of the Company, no condition exists that with notice or any modification, termination lapse of time or revocation thereof has not had and both would not reasonably be expected to haveconstitute a default or violation under, individually any license, franchise, permit, consent, or approval or similar authorization held by the Company or such Subsidiary. (c) Except as disclosed on Schedule 4.15(c), to the knowledge of the Company, all Persons providing services to the Company hold all valid licenses, certificates, authorizations, qualifications, permits, consents, and approvals required in connection with such Person’s performance of services to the aggregate, a Company Material Adverse EffectCompany. The Company ishas not received any notice of any action, investigation, inquiry or informational request pending or recommended by any Regulatory Authority having jurisdiction over the items disclosed on Schedule 4.15(c), either to revoke, withdraw, limit, discipline, or suspend any license, certificate, authorization, qualification, permit, consent, or approval. (d) The Company and each of its Subsidiaries ishave complied with all applicable Data Privacy Laws and its internal privacy policies relating to the use, display, collection, storage, disclosure, processing and transfer of any Personal Information collected or obtained by the Company or any of its Subsidiaries or by third parties having authorized access to the records of Company or any Subsidiary. The execution, delivery and performance of this Agreement will comply with all applicable Laws relating to data privacy and the Company’s and its Subsidiaries’ applicable privacy policies. True and correct copies of all applicable privacy policies and guidelines of the Company and its Subsidiaries have been made available to the Buyer. To the knowledge of the Company, the Company and its Subsidiaries have made all disclosures to users of its services or customers required by applicable Laws. The Company and its Subsidiaries have taken, on an on-going basis, reasonable and customary steps (including, without limitation, implementing and monitoring compliance with adequate measures with respect to technical, administrative and physical safeguards) to protect Personal Information against accidental or unlawful disclosure or accidental loss and against unauthorized access, use, transfer, modification, disclosure or other misuse. Neither the Company nor any of its Subsidiaries has suffered any breach, unauthorized disclosure, or misuse or threatened breach, unauthorized disclosure, or misuse of any Personal Information and has not been the subject of any claim, proceeding or investigation of actual or threatened breach, unauthorized disclosure, or misuse of any Personal Information. To the knowledge of the Company, there has been no unauthorized access to or transfer of or other misuse of any Personal Information. (e) The Company has taken the steps and implemented the procedures specified in Schedule 4.15(e) designed to protect the Systems from unauthorized activities and access and to preserve the availability, security, and integrity of the Systems and Company Data (including protecting such Systems from infection by malicious software and unauthorized activities and access). The Company has the disaster recovery and security plans, procedures and facilities for the Systems and Company Data specified in Schedule 4.15(e). Neither the Company nor any of its Subsidiaries has suffered any security incident that compromises the security or integrity of Company Data or Systems since its inception. The Company has not notified, nor been obligated to notify pursuant to applicable law or contract, any Person of any Security Breach involving Personal Data. The Company is not currently under investigation by any state, federal, or foreign jurisdiction regarding its protection, storage, use, and disclosure of Personal Data, nor has the Company received complaints from any person regarding the Company’s protection, storage, use, and disclosure of Personal Data. To the knowledge of the Company, no person has made any illegal or unauthorized use of Personal Data that was collected by or on behalf of the Business and is in the possession or control of the Business. (f) The Company is in compliance in all material respects with the terms applicable Laws of the standards for Privacy or Security of Individually Identifiable Health Information, which were promulgated pursuant to the Health Insurance Portability and requirements Accountability Act of such Company Permits1996, except where Title II, Subtitle F, Sections 261-264, Public Law 104-191, and the failure to be in compliance has not had Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160-164, the Standards for Security of Electronic Protected Health Information, 45 C.F.R. Parts 160, 162 and would not reasonably be expected to have164, individually or in and the aggregateimplementing regulations thereunder, a Company Material Adverse Effectand the Health Information Technology for Economic and Clinical Health Act (“HITECH”) (collectively, “HIPAA”).

Compliance with Laws; Permits. The (a) (i) Each of the Company and each of its the Company Subsidiaries are has complied and is in compliance with all Laws which affect the business, properties, assets or operations of the Company and are not in default under the Company Subsidiaries, and (ii) no notice, charge or in violation of assertion has been received by the Company or any applicable LawCompany Subsidiary or, to the Company’s knowledge, threatened against the Company or any Company Subsidiary alleging any non-compliance with any such Laws, except where with respect to clauses (i) and (ii) above, for such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits compliance that has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All . (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the Company and the Company Subsidiaries are, and, to the Company’s knowledge, each Company Operator is, in compliance in all material respects with all applicable Health Care Laws relating to the ownership and operation of the Company Properties, (ii) neither the Company nor the Company Subsidiaries or, to the Company’s knowledge, any Company Operator, has received any written notice from any Governmental Entity alleging any material violation of any applicable Health Care Law relating to the ownership and operation of the Company Properties, and (iii) to the Company’s knowledge, no Legal Proceeding or Order by any Governmental Entity exists or is pending against the Company Properties or any Company Operator, alleging any material failure to comply with Health Care Laws relating to the ownership and operation of the Company Properties. (c) The Company and the Company Subsidiaries are in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Entity and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and the Company Subsidiaries to own, lease and operate their properties or for the Company and the Company Subsidiaries to carry on their respective businesses substantially as is being conducted as of the date hereof, materially in accordance with applicable Health Care Laws, and substantially in the manner described in the Company SEC Documents filed prior to the date hereof (the “Company Permits”), and all such Company Permits are valid valid, and in full force and effect and are not subject to any administrative or judicial proceeding that could result effect, except, in modificationeach case, termination or revocation thereof, except where the failure to be possess and maintain such Company Permits in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and . (d) Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, each Company Subsidiary that is required to be certified for participation in and reimbursement under any material Third Party Payor program is so certified and has current provider numbers and provider agreements for each material Third Party Payor program under which it is presently receiving payments.

Compliance with Laws; Permits. (i) The businesses of each of the Company and each of its Subsidiaries are in compliance with have not been since December 31, 2007 and are not in default under or being, and to the Knowledge of the Company, the businesses of each of the Company Joint Ventures are not being as of the date hereof, conducted in violation of any applicable LawLaws or Orders of any Governmental Entity, except where such non-complianceand, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since since January 1, 20132010, neither the Company nor any of its Subsidiaries has received any been given written notice from any Governmental Entity regarding any violation of, or failure to comply been charged with, any Lawviolation of any Law or Order of any Governmental Entity, except as would not reasonably be expected to haveexcept, in each case, for any such violations which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of have all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Permits necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on conduct their businesses as presently conducted (conducted, and such Permits are in full force and effect, and no suspension or cancellation of such Permits is pending or, to the “Company Permits”)Knowledge of the Company, threatened in writing, except where the such failure to have any of the Company Permits has not had or, be in full force and effect, or such suspension or cancellation would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All . (ii) The Company Permits has designed and implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are valid and in full force and effect and are not subject effective to any administrative or judicial proceeding ensure that could result in modification, termination or revocation thereof, except where the failure material information required to be in full force and effect or any modification, termination or revocation thereof has not had and disclosed by the Company is made known to the individuals responsible for the preparation of the Company’s filings with the SEC. (iii) Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. , the Company has disclosed, based on the most recent evaluation of its Chief Executive Officer and Chief Financial Officer prior to the date hereof, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (iv) The Company isis in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (v) To the Company’s Knowledge, (A) none of the Company, its Subsidiaries or their respective employees and representatives have (1) used any corporate, Company (and/or Subsidiary) funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (2) made any direct or indirect unlawful payment to any foreign or domestic government employee or official from corporate funds; or (3) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, and each of any rules or regulations promulgated thereunder (“FCPA”); (B) the Company and its Subsidiaries ismake and keep books, records, and accounts that accurately and fairly reflect transactions and the distribution of the Company’s and the Subsidiaries’ assets, and to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are taken in accordance with management’s directives and are properly recorded, in compliance each case in accordance with the terms FCPA; and requirements (C) the Company and its Subsidiaries have effective disclosure controls and procedures and an internal accounting controls system that is sufficient to provide reasonable assurances that violations of such Company Permitsthe FCPA will be prevented, except where the failure to be in compliance has not had detected and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectdeterred.

Compliance with Laws; Permits. The Company Each of Standard and the Standard Subsidiaries has complied with all applicable laws and regulations of foreign, federal, state and local governments and all agencies thereof which affect the business or any of the Standard Subsidiaries or to which Standard or any of the Standard Subsidiaries may be subject (including, without limitation, the Occupational Safety and Health Act of 1970, the HOLA, the FDIA, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act of 1975, the Fair Housing Act and the Equal Credit Opportunity Act, each of its Subsidiaries are in compliance with as amended, and are not in default under any other state or in violation of any applicable Lawfederal acts (including rules and regulations thereunder) regulating or otherwise affecting employee health and safety or the environment), except where such non-compliance, default or violation failure to so comply would not have and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on Standard or materially adversely affect Standard's ability to consummate the transactions contemplated hereby. Since January 1Each of Standard and the Standard Subsidiaries holds all of the permits, 2013licenses, neither certificates and other authorizations of foreign, federal, state and local governmental agencies required for the Company nor any conduct of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation ofbusiness as currently conducted, or except where failure to comply withobtain such permits, any Lawlicenses, except as certificates or authorizations would not reasonably be expected to havenot, individually or in the aggregate, a Company have an Material Adverse EffectEffect on Standard or materially adversely affect the ability of Standard to consummate the transactions contemplated hereby. The Company and its Subsidiaries are Except as disclosed in possession of all franchisesSchedule 3.19, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have neither Standard nor any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not Standard Subsidiaries is subject to any administrative cease and desist order, written agreement or judicial proceeding that could result in modificationmemorandum of understanding with, termination or revocation thereofis a party to any commitment letter or similar undertaking to, except where or is subject to any order or directive by, or is a recipient of any supervisory agreement letter from, or has adopted any board resolutions at the failure to be in full force and effect request of any Bank Regulator, which would have a Material Adverse Effect on Standard, nor has Standard or any modificationof the Standard Subsidiaries been advised by any Bank Regulator that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, termination directive, written agreement, memorandum of understanding, supervisory letter, commitment letter, board resolutions or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectsimilar undertaking.

Compliance with Laws; Permits. The (a) Except as disclosed in Section 3.08 of the Company Disclosure Letter, each Group Company is and has been in compliance in all material respects with all state, federal, foreign, international and supranational laws, common law, statutes, ordinances, acts, codes, rules or regulations, treaties, conventions, notices, circulars, executive orders, governmental guidelines or interpretations having the force of law, and Permits of Governmental Authorities or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (collectively, “Laws”) or Judgments, in each case, that are applicable to such Group Company. (b) Except as disclosed in Section 3.08 of the Company Disclosure Letter, each Group Company holds all licenses, franchises, permits, certificates, registrations, approvals, consents and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable Lawrespective businesses, except where such non-compliance, default or violation the failure to hold the same would not have and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be materially adverse to the Group (taken as a whole). (c) The Company Material Adverse Effect. Since January 1is not, 2013and upon the issuance of the Subscribed Shares contemplated herein and the application of the net proceeds therefrom will not be, neither required to register as an “investment company” pursuant to the U.S. Investment Company Act of 1940, as amended, and the regulations promulgated thereunder. (d) Neither the Company nor any other Group Company maintains or need any national security clearance or authorization to access classified information or facilities to perform any current business or proposed business. (e) As of its Subsidiaries the date hereof, the ADSs are traded on the OTC Pink (the “Exchange”). The Company has not received any written notice from any Governmental Entity regarding the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. The Company is not aware of any violation ofof the listing or maintenance requirements of the Exchange, or failure to comply with, any Law, except as would and does not reasonably anticipate that the ADSs will be expected to have, individually or delisted by the Exchange in the aggregateforeseeable future, a Company Material Adverse Effectnor are the Company’s securities “chilled” by the Depositary Trust Company. The Company and its Subsidiaries are in possession unaware of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and facts or circumstances which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject give rise to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where of the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectforegoing.

Compliance with Laws; Permits. The Except as disclosed in Section 3.15(a) of the Disclosure Schedule, each Group Company is, and each of its Subsidiaries are has been, in compliance in all material respects with applicable laws, especially the laws and are not regulations in default under or connection with the prohibition of pyramid selling. None of the Group Companies has conducted any activity in violation of any applicable Lawstatute, except where such non-compliancerule, default regulation, order or violation would not have and would not reasonably be expected to have, individually restriction of any domestic or foreign government or any agency thereof in respect of the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any conduct of its Subsidiaries business or the ownership of its properties. No event has received occurred and no circumstance exists that (with or without notice or lapse of time) (i) may constitute or result in a violation by any written notice from any Governmental Entity regarding any violation Group Company of, or a failure on the part of such entity to comply with, any Lawapplicable law in any material respect, except or (ii) may give rise to any obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. None of the Group Companies has received any notice from any Governmental Authority regarding any of the foregoing. To the best knowledge of the Warrantors, no Group Company is under investigation with respect to a material violation of any law. Except as disclosed in Section 3.15(a) of the Disclosure Schedule, each Group Company has all Permits issued or granted by the competent Governmental Authorities necessary for the due and proper establishment and conduct of its business as currently conducted and as proposed to be conducted, the absence of which would not be reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect, or is able to obtain such Permits from the competent Governmental Authorities without undue burden or expense. The Company and its Subsidiaries are None of the Group Companies is in possession default under any of all franchisessuch Permit issued or granted by the competent Governmental Authorities. To the best knowledge of the Warrantors, grantsno Governmental Authority is considering modifying, authorizationssuspending, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders revoking or denying upon expiration the renewal of all any of such Permits. No Permits issued or granted by the competent Governmental EntitiesAuthorities contain any materially burdensome restrictions or conditions, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and each Permit is 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 will remain in full force and effect upon the consummation of the transactions contemplated hereby. None of the Group Companies is in default in any material respect under any Permit issued or granted by the competent Governmental Authorities. To the best knowledge of the Warrantors, there is no reason to believe that any modification, termination Permit which is subject to periodic renewal will not be granted or renewed. No Group Company has received any letter or other communication from any Governmental Authority threatening or providing notice of revocation thereof has not had and would not reasonably be expected of any such Permit issued to have, individually any Group Company or the need for compliance or remedial actions in respect of the aggregate, a Company Material Adverse Effectactivities carried out directly or indirectly by any Group Company. The Company isThere are no fines or penalties asserted against the Group Companies under any applicable law, and each none of its Subsidiaries is, in compliance the Group Companies has received any notice from any Governmental Authorities with the terms and requirements respect to any material violation of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectany applicable law.

Compliance with Laws; Permits. The Except as set forth in the Company ----------------------------- Reports filed prior to the date hereof, the businesses of each of the Company and each of its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable LawU.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 where such non-compliancefor violations or possible violations that, default individually or violation would not have and would in ---- the aggregate, are not reasonably be expected likely to havehave a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except as set forth in the Company Reports filed prior to the date hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the officers of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same. 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 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 Company Material Adverse Effect. Since January 1, 2013, neither Effect or prevent or materially burden or materially impair the Company 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any ability of the Company Permits has not had to consummate the Merger and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. The (a) Except with respect to Taxes, ERISA and Environmental Laws, which are the subjects of Sections 3.10, 3.11 and 3.12, respectively, the Company and each of its Subsidiaries are in compliance in all material respects with and are not in default under all laws (including common law), statutes, rules, codes, executive orders, ordinances, regulations, requirements, administrative rulings or in violation judgments of any Governmental Authority or any order, writ, injunction or decree, whether preliminary or final, entered by any court, arbitrator or other Governmental Authority (collectively, “Laws”) applicable Lawto the Company or any of its Subsidiaries or any of their properties or other assets or any of their businesses or operations, except where such non-compliance, default or violation would not have and for failures to be in compliance that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 20132007, neither the Company nor any of its Subsidiaries has received any written notice from to the effect that a Governmental Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any Law applicable to the Company and any of its Subsidiaries, any of their material properties or other assets or any of their business or operations. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries, nor any officer, director or employee of the Company or any such Subsidiary, is under investigation by any Governmental Entity regarding Authority related to the conduct of the Company’s or any violation ofsuch Subsidiary’s business, the results of which investigation would or failure to comply with, any Law, except as would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. (b) The Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the conduct of their respective businesses, including the manufacture, license and sale of their respective products and services (collectively, “Permits”). The Company and its Subsidiaries are in possession compliance in all material respects with the terms of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental EntitiesPermits, and all rights under any such Permits are in full force and effect, except where such suspension or cancellation would not be reasonably expected to constitute a Company Specified Contract with all Governmental EntitiesMaterial Adverse Effect. (c) No event or condition has occurred or exists which would result in a violation of, and have filed all tariffsbreach, reportsdefault or loss of a benefit under, notices, and other documents with all Governmental Entities necessary for or acceleration of an obligation of the Company and or any of its Subsidiaries to ownunder, lease and operate their properties and assets and to carry on their businesses as presently conducted any Permit (the “Company Permits”in each case, with or without notice or lapse of time or both), except where the failure to have any of the Company Permits has not had and for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative No such suspension, cancellation, violation, breach, default, loss of a benefit, or judicial proceeding that could acceleration of an obligation will result in modification, termination or revocation thereoffrom the Transactions, except where the failure to be in full force and effect for violations, breaches, defaults, losses or any modification, termination or revocation thereof has not had and accelerations that would not be reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company and Except 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 are in compliance with and are not in default under or being conducted in violation of any applicable LawLaws, except where such non-compliance, default or for any violation would not have and would not reasonably be expected to havethat, individually or in the aggregate, would not be reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement and the Arrangement. Since January 1, 2013, neither Except as disclosed in the Company nor Parent Reports filed with or furnished to the SEC prior to the date hereof and except for any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, investigation or failure to comply with, any Law, except as would not reasonably be expected to havereview that, individually or in the aggregate, would not be reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this 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 of Parent, threatened, nor has any Governmental Entity indicated an intention to Parent or any of its Subsidiaries to conduct the same. The Company To the knowledge of Parent, 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 date hereof. Parent and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company governmental authorizations, consents and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted approvals (the “Company Parent Permits”)) necessary to conduct its business in all material respects as presently conducted, except where the failure to have any of the Company Permits has not had and would not reasonably be expected to havesuch Parent Permits, individually or in the aggregate, would not be reasonably likely to have a Company Parent Material Adverse Effect. All Company Permits are valid Effect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectArrangement.

Compliance with Laws; Permits. The Company None of the Subsidiaries (a) is in violation of, or has violated, any applicable provisions of any laws, statutes, ordinances or regulations (including any rules or regulations of any governmental or non-governmental self-regulatory organization or agency), (b) since January 1, 1999, has received any notice from any governmental or non-governmental self-regulatory organization or agency or any Government Entity or any other person that such Subsidiary is in violation of, or has violated, any applicable provisions of any laws, statutes, ordinances or regulations or (c) has any officers, directors or employees who, since January 1, 1999, have been the subject of any disciplinary proceedings or enforcement order arising under any applicable provisions of any laws, statutes, ordinances or regulations (including any rules or regulations of any non-governmental self-regulatory organization or agency) that would be required to be, but has not been, disclosed on Form ADV or BD, and no such disciplinary proceeding or proceedings for the issuance of any enforcement order is pending or threatened, except in the case of each of its Subsidiaries are in compliance with clauses (a), (b) and are not in default under (c) for violations or in violation of any applicable Law, except where such non-compliance, default or violation alleged violations that would not have and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Since January 1Each of the Subsidiaries has all federal, 2013state and local approvals, neither registrations, consents, certificates, filings, notices, rights, permits, licenses and franchises from Governmental Entities necessary for the Company nor any lawful ownership and use of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, properties and assets or failure required to comply with, any Lawconduct its business as now being conducted, except as for such approvals, registrations, consents, certificates, filings, notices, rights, permits, licenses and franchises the absence of that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. The Company Each Subsidiary whose activities require registration as an insurance company or an insurance agency is duly licensed or authorized as an insurance company or insurance agency, as the case may be, (i) in its jurisdiction of incorporation and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary (ii) except for the Company and its Subsidiaries failures to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and be so licensed or authorized that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, in each other jurisdiction where the nature of its business (including the type of business written, sold, produced or managed) requires it to be so licensed or authorized. All Company Permits are valid The Insurance Subsidiaries are, collectively, licensed or authorized to write or conduct business in each of the 50 United States in which they issue policies, and the business actually written or conducted by each Insurance Subsidiary is in full force and effect and are not subject to any administrative conformity with such licenses or judicial proceeding that could result in modification, termination or revocation thereofauthorizations, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and for failures that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. The Company is, Keyport Financial Services Corp. ("KFSC") is duly registered or licensed as a broker-dealer under the Exchange Act and each all other applicable securities and "blue sky" laws and is a member in good standing of its Subsidiaries is, in compliance with the terms and requirements of such Company PermitsNASD, except where the failure for failures to be so registered, licensed or authorized or be in compliance has not had and good standing that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. KFSC is registered or licensed to conduct business as a broker-dealer in each of the 50 United States in which it offers its services and the business actually conducted by it is in conformity with such licenses or authorizations, except for failures that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Each Subsidiary has made all filings required to be made by it under applicable regulatory requirements since December 31, 1999, and all such filings have complied with the applicable regulatory requirements, except for such failures that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. To the Companies' knowledge, no Subsidiary or any associated person is subject to a statutory disqualification that could be the basis for a suspension, revocation or limitation of the license of, or ability to obtain a license for such Subsidiary, except for such failures that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. To the Companies' knowledge, subject to the requirement to make filings with and provide notice of the Sale to Governmental Entities, including state insurance commissions, and to the receipt of the Necessary Consents, the consummation of the transactions contemplated by this Agreement will not terminate any of the material licenses held by any Subsidiary. Subject to receipt of the Necessary Consents, the consummation of the transactions contemplated by this Agreement will not result in any revocation, cancellation, limitation or suspension of any such approval, permit, registration, consent, certificate, filing, notice, right, license and franchise, except for such revocations, cancellations, limitations and suspensions that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Financial Centre Insurance Agency, Inc. does not hold or possess, and has not received or applied for, any approval, permit, registration, consent, certificate, filing, notice, right, license or franchise currently used in or related to the Business.

Compliance with Laws; Permits. (a) The Seller, the Company and each of its Subsidiaries are Company Subsidiary is and has been in compliance in all material respects with all Laws applicable to it. (b) Section 3.13 of the Seller Disclosure Letter sets forth a true and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession complete list of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Permits necessary for the Company and its Subsidiaries each Company Subsidiary to own, lease and operate their its properties and assets and to carry on their businesses its business in all material respects as presently currently conducted (the “or which are required in connection with each Company Permits”)Subsidiary’s ownership or leasing of its Owned Real Property or Leased Real Property, except where the failure to have any as applicable. All Permits set forth in Section 3.13 of the Seller Disclosure Letter have been obtained by the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative (which includes, for the avoidance of doubt, all Permits under Gaming Laws). To the Knowledge of the Company, the Company is in material compliance with the terms of the Permits set forth on Section 3.13 of the Seller Disclosure Letter. No event has occurred that, with or judicial proceeding that could result in modificationwithout notice or lapse of time or both, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or result in the aggregaterevocation, suspension, lapse or limitation of any Permit set forth in Section 3.13 of the Seller Disclosure Letter. (c) Since January 1, 2015, neither the Company nor any Company Subsidiary has received any written notice or other written communication from any Governmental Authority or other Person (x) asserting any material violation of, or failure to comply in any material respect with, any requirement of any Law applicable to the Company or any Company Subsidiary or Permit that is material to the operation of the business of the Company and the Company Subsidiaries, (y) advising that it is being investigated with respect to any allegation that it has violated in any material respect, or failed to comply in any material respect with, any Law applicable to the Company or any Company Subsidiary or Permit that is material to the operation of the business of the Company and the Company Subsidiaries taken as a whole or (z) notifying the Company Material Adverse Effect. The or any Company isSubsidiary of the suspension, denial, non-renewal, revocation or withdrawal of any Permit that is material to the operation of the business of the Company and the Company Subsidiaries taken as a whole. (d) To the Company’s Knowledge, and each of its with respect to the Company, the Company Subsidiaries isand the Seller only and not with respect to either Buyer, in compliance with there is no fact, which if known to the terms and requirements of such Company PermitsGaming Authorities, except where the failure to be in compliance has not had and will or would not reasonably be expected to haveresult in (i) the failure to obtain any Closing Governmental Approval, individually or (ii) the failure to maintain in good standing any Permit (including any finding of suitability, registration or approval) of the aggregateCompany, any Company Subsidiary or the Seller. (e) Neither the Company nor any Company Subsidiary has, nor to the Knowledge of the Company have any of their respective Representatives, in any manner related to the Company or any Company Subsidiary, (i) directly or indirectly, given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was or was expected to be in a position to help or hinder the Company (or assist in connection with any actual or proposed transaction) or made, or agreed to make, any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office or (ii) established or maintained any unrecorded fund or asset or made any false entries on any books or records for the purpose of facilitating any of the matters set forth in clause (i) above. (f) The Company has in place, and at all times has had in place, a Company Material Adverse Effectwritten anti-money laundering program, a written customer identification program, and a responsible gaming program, in each case in compliance in all material respects with applicable Law, and has complied in all material respects with the terms of such programs. (g) None of the representations and warranties contained in this Section 3.13 shall be deemed to relate to environmental matters (which are governed by Section 3.14), employee benefits matters (which are governed by Section 3.15), employment matters (which are governed by Section 3.16) or tax matters (which are governed by Section 3.17).

Compliance with Laws; Permits. The Except as set forth in Section 5.10 of the Company Disclosure Schedule, the businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with all applicable federal, state, local, municipal, foreign or other laws, statutes, constitutions, principles of common law, resolutions, ordinances, codes, edicts, rules, regulations, judgments, orders, rulings, injunctions, decrees, directives, arbitration awards, agency requirements, licenses and are not in default under permits of all Governmental Entities (collectively, “Laws”) applicable to the Company or in violation of any applicable Lawits Subsidiaries, except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, (i) have not had, and are not reasonably expected to have, a Company Material Adverse Effect. Since January 1Effect or prevent, 2013, neither materially delay or materially impair the ability of the Company nor to consummate the Merger and the other transactions contemplated by this Agreement and (ii) have not resulted, and are not reasonably expected to result in, the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries or, to the Company’s knowledge, any of their respective directors or officers. Except as set forth in Section 5.10 of the Company Disclosure Schedule, no (i) material investigation or review (for which the Company or one of its Subsidiaries has received any notice therefor) or (ii) other investigation or review (for which the Company or one of its Subsidiaries has received written notice from therefor) by any Governmental Entity regarding with respect to the Company or any violation ofof its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity (x) indicated to the Company or failure one of its Subsidiaries an intention to comply withconduct any such material investigation or review or (y) indicated in writing to the Company or one of its Subsidiaries an intention to conduct any other such investigation or review. The Company and its Subsidiaries each have all governmental permits, any Lawlicenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted (each, a “Company Permit”) except as would not reasonably be expected to havethose the absence of which, individually or in the aggregate, have not had, and are not reasonably expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Effect or prevent or materially burden or materially impair the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any ability of the Company Permits has not had to consummate the Merger and would not reasonably be expected to have, individually or in the aggregate, a other transactions contemplated by this Agreement. No Company Material Adverse Effect. All Company 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 Permit will cease to be in full force and effect effective as a result of the execution of this Agreement or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each consummation of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Compliance with Laws; Permits. (a) The Company and its Subsidiaries are (and since January 1, 2006 have been) in compliance in all material respects with all laws (including common law), statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations. The Company and each of its Subsidiaries are hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in compliance with and are not in default under or in violation each case necessary for the lawful conduct of any applicable Lawtheir respective businesses (collectively, “Permits”), except where the failure to hold such non-compliance, default Permits has not been or violation would not have and would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company Material Adverse Effect. and its Subsidiaries are (and since January 1, 2006 have been) in compliance in all material respects with the terms of all Permits. (b) Since January 1, 20132006, neither the Company nor any of its Subsidiaries has received any written notice from to the effect that a Governmental Authority (i) claimed or alleged that the Company or any Governmental Entity regarding of its Subsidiaries was not in compliance with all Laws applicable to the Company or any violation of, or failure to comply withof its Subsidiaries, any Lawof their properties or other assets or any of their businesses or operations or (ii) was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any material Permit. (c) Except as set forth in Section 3.8(c) of the Company Disclosure Schedule and except as would not reasonably be expected to havecould not, individually or in the aggregate, have or reasonably be expected to have, a Company Material Adverse EffectEffect on the Company: (i) to the Knowledge of the Company, each officer, employee, independent contractor or other Person employed, supervised or controlled by the Company or any of its Subsidiaries, or whom the Company has a responsibility to supervise or control under applicable Law or contract, who since January 1, 2002 has marketed, sold, negotiated, serviced, administered, managed, provided advice with respect to or otherwise transacted (“Transacted”) business for the Company or any of its Subsidiaries (each a “Producer”), at the time such Producer Transacted any such business was duly and appropriately licensed or registered as a Producer (for the type of business Transacted by such Producer), in each case, in the particular jurisdiction in which such Producer Transacted such business; (ii) to the Knowledge of the Company, there have been no material violations by Producers of any applicable Law in connection with the marketing or sale of products for the Company its Subsidiaries, including with respect to churning, twisting, suitability, conservation, surrender, investment or allocation of funds, market timing, late trading, replacement, fictitious bids or quotes; (iii) to the Knowledge of the Company, there have been no instances of Producers having breached the terms of agency or broker contracts; and (iv) to the Knowledge of the Company, all compensation paid to each such Producer was in all material respects paid in accordance with applicable Law. The Company and its Subsidiaries are in possession compliance in all material respects with applicable Laws of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications the states in which they operate relating to trust accounts and registrations the separation and orders accounting of all Governmental Entities, premium trust funds and all rights under an amount equal to the funds or other property received by the Company or any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary of its Subsidiaries from or on behalf of each customer has been applied or used for the purpose for which such funds or property were given to the Company and its Subsidiaries or such Subsidiary. (d) To the Knowledge of the Company, each Producer who is required by reason of the nature of his or her employment by or relationship to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have or any of its Subsidiaries, to be registered or appointed as an investment adviser, investment adviser representative, broker-dealer agent, broker-dealer, registered representative, sales person, insurance agent, insurance broker or insurance producer or real estate broker or salesman with the Company Permits has not had SEC or the securities commission or insurance department of any state or any self-regulatory body or Governmental Entity or any insurer, is duly registered or appointed as such and would not reasonably be expected to have, individually such registration or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and appointment is 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecteffect.

Compliance with Laws; Permits. The Company (a) Except as previously disclosed to and each of its Subsidiaries are in compliance discussed with Parent, the Acquired Companies have, since January 1, 2017, complied and are not in default under now complying, with all Laws (other than Federal Cannabis Laws) applicable to them, the Business or in violation of any applicable Lawtheir respective properties or assets, except where failure to comply with such non-compliance, default or violation Laws would not have and would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effectadversely and materially affect the Delivered Acquired Companies or the Delivered Business. Since The Acquired Companies have not, since January 1, 20132017, neither the Company nor any of its Subsidiaries has received any written (or, to the Knowledge of the Company, oral) notice from any Governmental Entity regarding any actual or potential breach or violation of, or failure to comply withdefault under, any Lawapplicable Law (other than Federal Cannabis Laws) by any Acquired Company, except as that would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effectadversely and materially affect the Delivered Acquired Companies or the Delivered Business. The Company and its Subsidiaries are in possession To the Knowledge of all franchisesthe Company, grantsthere is not currently pending any internal investigation related to any actual or potential breach or violation of, authorizationsor default under, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and applicable Law (other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)than Federal Cannabis Laws) by any Acquired Company, except where the failure to have any of the Company Permits has not had and that would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. adversely and materially affect the Delivered Acquired Companies or the Delivered Business. (b) All Company material Permits (including all Cannabis Licenses) required for the Acquired Companies to conduct the Business as currently conducted have been obtained by such Acquired Companies and are operational, 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 thereofeffect, except where the failure to obtain or maintain any such Permit (other than a Cannabis License) would not, have a Material Adverse Effect on the Company. All fees and charges due and owing with respect to such Permits as of the date of the Original Agreement have been paid in full, except where the failure to pay such fees or charges would not, individually or in the aggregate, adversely and materially affect the Delivered Acquired Companies or the Delivered Business. (c) Section 4.11(c) of the Company Disclosure Letter sets forth an accurate and complete list, as of the date of the Original Agreement, of each material Permit (including each Cannabis License) held by each Acquired Company, together with the Governmental Authority responsible for issuing such Permit, the status thereof (i.e., provisional, operational or otherwise) and the expiration or renewal date of such Permit. All such Permits disclosed in Section 4.11(c) of the Company Disclosure Letter are in full force and effect (provided, that with respect to each Cannabis License, such Cannabis License is in force and effect solely to the extent to the status thereof (whether provisional, temporary or otherwise)), except, in the case of Permits other than Material Cannabis Licenses, where the failure of such Permit to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to havenot, individually or in the aggregate, adversely and materially affect the Delivered Acquired Companies or the Delivered Business. As of the date of the Original Agreement and since January 1, 2017, no Governmental Authority has threatened in writing (or, to the Knowledge of the Company, orally) the suspension, revocation, cancellation or invalidation of any material Permit (including any Cannabis License) held by any Acquired Company. No Acquired Company is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a Company material default or material violation) of any term, condition or provision of any such material Permit (including any Cannabis License) to which it is a party. (d) For avoidance of doubt, but not in any way limiting what other items may be “material”, the loss of any Material Adverse Effect. The Company is, and each Cannabis License will be considered material for purposes of its Subsidiaries is, the representations set forth in this Section 4.11. (e) No representation or warranty is made in this Section 4.11 with respect to Federal Cannabis Laws or compliance with the terms (i) Securities Laws, which are covered solely in Section 4.5; (ii) building, zoning, environmental, health or safety regulations or ordinances or any other similar Laws, which are covered solely in Section 4.9(d); (iii) Privacy Laws and requirements of such Company Permitsother similar applicable Laws, except where the failure which are covered solely in Section 4.10(k), (iv) Tax Laws, which are covered solely in Section 4.12, (v) ERISA and other applicable Laws relating to be employee benefits, which are covered solely in compliance has not had Section 4.13, (vi) Laws related to employment and would not reasonably be expected to havelabor, individually which are covered solely in Section 4.17, or (vii) Environmental Laws, which are covered solely in the aggregate, a Company Material Adverse EffectSection 4.20.

Compliance with Laws; Permits. The (i) Except as set forth in the Company Reports filed prior to the date hereof, the businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with and are not in default under or in violation of any applicable Lawall Laws, including all Health Benefit Laws (as defined below), except where such non-compliance, default or violation would not have and would not reasonably be expected for any failure to havecomply that, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. Since January 1Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement, 2013, and neither the Company nor any of its Subsidiaries has received any written notice from 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 Parent) as of the date hereof. Except as set forth in the Company Reports filed prior to the date hereof, no investigation, examination, audit or review by any Governmental Entity regarding with respect to the Company or any violation ofof its Subsidiaries has occurred, or failure is pending or, to comply withthe knowledge of the executive officers of the Company, any Lawthreatened, except as would not reasonably be expected to havefor those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company and each of its Subsidiaries have all permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted, except for those the absence of which would not be reasonably likely to result in a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchisesSince October 31, grants1998, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any no material Subsidiary of the Company Permits has had any license or certificate of authority revoked nor has any State denied any of their applications for a license or certificate of authority. (ii) For purposes of this Agreement, the term "HEALTH BENEFIT LAW" means all Laws relating to the licensure, certification, qualification or authority to transact business relating to the provision of and/or payment for health benefits and insurance, including but not had limited to ERISA, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Health Insurance Portability and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company isAccounting Act of 1996, and each Laws relating to the regulation of its Subsidiaries isHMOs, in compliance with workers compensation, managed care organizations, insurance, PPOs, point-of-service plans, certificates of need, third-party administrators, utilization review, coordination of benefits, hospital reimbursement, Medicare and Medicaid participation, fraud and abuse and patient referrals; the terms term "MEDICAID" means the applicable provision of Title XIX of the Social Security Act and requirements the regulations promulgated thereunder and the state laws and regulations implementing the Medicaid program; and the term "MEDICARE" means the applicable provisions of such Company Permits, except where Title XVIII of the failure to be in compliance has not had Social Security Act and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectregulations promulgated thereunder.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are are, and have been since September 7, 2012, in compliance with and are not in default under or in violation all Laws of any Governmental Body applicable Lawto their respective businesses or operations, except where such non-compliance, default or violation would for failures to comply that have not have been and would not reasonably be expected to havebe, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, or that would be reasonably likely to prohibit or materially restrain the ability of the Company Material Adverse Effectto enter into this Agreement or consummate the transactions contemplated hereby, or that would be reasonably likely to prohibit or materially restrain the ability of the Company to enter into this Agreement or consummate the transactions contemplated hereby. Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, has Knowledge of or failure to comply has been charged with, any Lawviolation of any Laws by the Company or any Subsidiary of the Company, except as for violations that have not been and would not reasonably be expected to havebe, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, or that would be reasonably likely to prohibit or materially restrain the ability of the Company Material Adverse Effect. to enter into this Agreement or consummate the transactions contemplated hereby. (b) The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entitiescurrently have, and have filed had since September 7, 2012, all tariffs, reports, notices, and other documents with all Governmental Entities necessary material Permits required for the Company operation of their respective businesses (including the operation of the Company’s and its Subsidiaries to own, lease Subsidiaries’ real property and operate their properties and assets and to carry on their businesses tangible assets) as presently conducted (the “Company Permits”)then conducted, except where the failure to have any absence of such Permits, individually or in the Company Permits aggregate, has not had and would not reasonably be expected to havehave a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default or violation, and no Event has occurred which, with notice of the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permits to which it is a party, to which its business is subject or by which any of its properties or assets are bound except for such defaults or violations that, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has have not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The (a) (i) Each of the Company and each of its the Company Subsidiaries are has complied and is in compliance with all Laws which affect the business, properties, assets or operations of the Company and are not in default under the Company Subsidiaries, including the NASAA REIT Guidelines, and (ii) no notice, charge or in violation of assertion has been received by the Company or any applicable LawCompany Subsidiary or, to the Company’s knowledge, threatened against the Company or any Company Subsidiary alleging any non-compliance with any such Laws, except where with respect to clauses (i) and (ii) above, for such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding compliance that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and the Company Subsidiaries are, and, to the Company’s knowledge, each third party lessee, operator or manager of any Company Property (each an “Operator”) is, in compliance in all material respects with all applicable Health Care Laws relating to the ownership and operation of the Company Properties, (ii) neither the Company nor the Company Subsidiaries or, to the Company’s knowledge, any Operator, has received any written notice from any Governmental Entity alleging any material violation of any applicable Health Care Law relating to the ownership and operation of the Company Properties, and (iii) to the Company’s knowledge, no Legal Proceeding or Order by any Governmental Entity exists or is pending against the Company Properties or any Operator, alleging any material failure to comply with Health Care Laws relating to the ownership and operation of the Company Properties. (c) The Company and the Company Subsidiaries are in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and the Company Subsidiaries to own, lease and operate their properties or for the Company and the Company Subsidiaries to carry on their respective businesses substantially as is being conducted as of the date hereof, materially in accordance with applicable Health Care Laws, and substantially in the manner described in the Company SEC Documents filed prior to the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except, in each case, where the failure to possess and maintain such Company Permits in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as would not, individually or in the aggregate, reasonably be expected to be a Company Material Adverse Effect, each Company Subsidiary that is required to be certified for participation in and reimbursement under any material Third Party Payor program is so certified and has current provider numbers and provider agreements for each material Third Party Payor program under which it is presently receiving payments.

Compliance with Laws; Permits. The (a) As of the date hereof, the Company and each of its Subsidiaries Company Subsidiary have complied and are in compliance with all laws, rules and are not in default under regulations, ordinances, judgments, decrees, orders, writs and injunctions of all federal, state, local and foreign governments and agencies thereof, which affect the business, properties or in violation assets of any applicable Lawthe Company and each Company Subsidiary, except where such non-compliance, default or violation would for instances of possible noncompliance that have not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013and no notice, neither charge or assertion has been received by the Company nor or any of its Subsidiaries has received Company Subsidiary or, to the Company’s knowledge, threatened against the Company or any written notice from any Governmental Entity regarding Company Subsidiary alleging 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has foregoing, except for instances of possible noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits licenses, authorizations, consents, permits and approvals required under such laws, rules and regulations 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate its properties or to carry on their respective businesses substantially in the manner described in the Company SEC Documents filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) None of the Company or any of the Company Subsidiaries, nor to the knowledge of the Company, any of their respective directors, officers, agents, employees or representatives (in each case acting in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Entity, in the United States or any other country, that was illegal under any applicable law, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, (v) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended or (vi) violated Section 8 of the Export Administration Act of 1977, as amended, except, in the case of clauses (i) through (vi) above, for such payments, violations, conduct or other practices that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Without limiting the other provisions of this Section 3.17, to the knowledge of the Company, none of (A) the Company, or any of the Company Subsidiaries or (B) any of the directors, officers, agents, employees or representatives of the Company or any Company Subsidiary (in each case acting in their capacities as such), has, in the past five (5) years, taken any action or made any omission in violation of, or that would reasonably be expected to cause the Company or Company Subsidiary to be in violation of, any applicable law governing imports into or exports from the United States or any foreign country, transactions with designated individuals and organizations, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, including without limitation: the Arms Export Control Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Export Administration Act, the 1930 Tariff Act and other U.S. customs laws, the Foreign Corrupt Practices Act, the Export Administration Regulations, the International Traffic in Arms Regulations, the Office of Foreign Assets Control Regulations, the U.S. Customs Regulations, or any regulation, ruling, rule, order, decision, writ, judgment, injunction, or decree of any Governmental Authority issued pursuant thereto (collectively, the “International Trade Laws”), except in each case for actions, omissions or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) Without limiting the other provisions of this Section 3.17, to the knowledge of the Company, none of (A) the Company or any Company Subsidiary or (B) any of the directors, officers, agents, employees or representatives of the Company or any Company Subsidiary (in each case acting in their capacities as such), has any reasonable basis for believing that, in the past five (5) years, the Company or any Company Subsidiary is or has been the subject of any investigation, complaint or claim of any violation of the International Trade Laws by any Governmental Entity, except in each case for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) Each of the Company and the Company Subsidiaries has complied since January 1, 2008 and is in compliance in all material respects with all Laws which affect the business, properties or assets of the Company and its Subsidiaries. (b) The Company and each the Company Subsidiaries are in possession of all material authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and the Company Subsidiaries to own, lease and operate their properties or to carry on its business substantially in the manner described in the Company SEC Documents filed prior to the date hereof and substantially as is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to have such Company Permits or for such Company Permits to be valid and in full force and effect would not be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, or materially impair the ability of the Company to consummate the Transactions or to continue to operate its business following the Closing. As of the date of this Agreement, neither the Company nor any of its Subsidiaries are in compliance with and are has received written notice from any Governmental Entity threatening to revoke, or indicating that it is investigating whether to revoke, any Company Permit except as has not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither Neither the Company 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 is in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiesdefault under, and all rights under any Company Specified Contract no condition exists that with all Governmental Entitiesnotice or lapse of time or both would constitute a default under, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company Permits and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any none of the Company Permits has not had and would not reasonably will be expected to haveterminated or impaired or become terminable, individually in whole or in part, as a result of the aggregatetransactions contemplated hereby. Notwithstanding anything to the contrary in this Section 3.18, a Company Material Adverse Effect. All Company Permits are valid the provisions of this Section 3.18 shall not apply to matters discussed in Section 3.14, Section 3.16 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectSection 3.17.

Compliance with Laws; Permits. (a) The operations of the Company and each of its Subsidiaries are are, and for the last three (3) years have been, in compliance with and are not in default under or in violation of any applicable federal, state, local, foreign, tribal or provincial law, statute, act, treaty, ordinance, rule, regulation, code, judgment, order, case, tariff, injunction, decree or agency requirement of or undertaking to any Governmental Authority, including common law (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would has not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company 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 Company Material Adverse Effect. . (b) The Company and its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearancesregistrations, permissionsexemptions, qualifications and registrations waivers and orders of all any Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Authority (“Permits”) necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and or to carry on their businesses as presently they are now being conducted (collectively, the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All None of the Company Permits are valid or its Subsidiaries is in conflict with, or in default or violation of, any of such Company Permits, and in full force and effect and are not subject to any administrative or judicial proceeding the knowledge of the Company, there is no existing circumstance that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to havecause the termination or revocation of any such Company Permit or that would prevent renewal or reissuance of such Company Permit when renewal or reissuance is required, in each case except as would not, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (c) The representations and warranties contained in this Section 4.8 do not address Tax matters, employee and benefits plan matters, labor matters or environmental matters, which are addressed only in the applicable provisions of Sections 4.5(c), 4.6, 4.10, 4.12, 4.13 and 4.14.

Compliance with Laws; Permits. (a) The Company and each its Subsidiaries and, to the Knowledge of the Company, the Joint Ventures are and during the past eighteen (18) months have been in compliance with all laws (including common law), statutes, ordinances, codes, rules, regulations and Governmental Orders of Governmental Authorities (collectively, “Laws”) applicable to the Company, any of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable LawJoint Venture, except where for such non-compliance, default or violation would not have and compliance as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. Since January 1During the past eighteen (18) months, 2013except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Joint Venture has received or been subject to any written notice from notice, charge, claim or assertion alleging any Governmental Entity regarding violations of Laws or Permits and, to the Knowledge of the Company, no charge, claim or assertion of any violation ofof any law or Permit by the Company, any of its Subsidiaries or any Joint Venture is threatened against the Company, any of its Subsidiaries or any Joint Venture. (b) The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities necessary for the lawful conduct of their respective businesses (collectively, “Permits”), except where the failure to comply withhold the same would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Section 3.8(b) of the Company Disclosure Schedule sets forth the correct and complete list of (i) all material Permits issued by the Federal Communications Commission and (ii) the jurisdictions outside of the United States in which the Company or a Subsidiary holds material Permits with respect to communications matters (the “Material Non-US Communications Permits”) and the current status of such Permits. All Permits are in full force and effect and there are no proceedings pending or, to the Knowledge of the Company, threatened, that seek the revocation, cancellation, suspension or adverse modification of any Lawsuch Permit, except as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession compliance with the terms of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and for such non-compliance as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. All Company . (c) The Material Non-US Communications 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecteffect.

Compliance with Laws; Permits. The To its knowledge, the Company and each of its Subsidiaries are in compliance with and are is not in default under or in violation of any applicable Lawstatute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties which violation would cause a Material Adverse Change. No United States domestic governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement or the issuance of the Shares, except such as have been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing, as will be filed in a timely manner. The Company and the Subsidiary possesses such permits, certificates, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business of the Company as currently conducted and as currently contemplated to be conducted, including without limitation, all such registrations, approvals, certificates, authorizations and permits required by the United States Food and Drug Administration (the “FDA”) and/or other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, or biohazardous substances or materials, except where the failure so to possess would not, singly or in the aggregate, have a Material Adverse Effect; the Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, have a Material Adverse Effect; and the Company has not received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. Where required by applicable laws and regulations of the FDA, the Company has submitted to the FDA an Investigational New Drug Application or amendment or supplement thereto for a clinical trial it has conducted or sponsored or is conducting or sponsoring, except where such non-compliancefailure would not, default singly or violation in the aggregate, have a Material Adverse Effect; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions, except any deficiencies which could not, singly or in the aggregate, have a Material Adverse Effect. The Company has operated and currently is in compliance with the United States Federal Food, Drug, and Cosmetic Act, all applicable rules and regulations of the FDA and other federal, state, local and foreign governmental bodies exercising comparable authority, except where the failure to so operate or be in compliance would not have and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 2013, neither the Company 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 Company Material Adverse Effect. The preclinical and clinical studies conducted by or, to the Company’s knowledge, on behalf of the Company and its Subsidiaries were, and, if still pending, are being, conducted in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiesmaterial respects in accordance with the protocols submitted to the FDA, and all rights under any Company Specified Contract with all Governmental Entities, applicable laws and have filed all tariffs, reports, notices, regulations; and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to ownhas not received any written notice or correspondence from the FDA or any foreign, lease and operate their properties and assets and to carry state or local governmental body exercising comparable authority requiring the termination, suspension, or clinical hold of any tests or preclinical or clinical studies, or such written notice or correspondence from any Institutional Review Board or comparable authority requiring the termination or suspension of a clinical study, conducted by or on their businesses as presently conducted (the “Company Permits”), except where the failure to have any behalf of the Company Permits has not had and Company, which termination, suspension, or clinical hold would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (i) The business and operations of the Company and each of its the Company Insurance Subsidiaries are have been conducted in compliance with all applicable statutes and are not in default under or in violation regulations regulating the business of any insurance and all applicable Laworders and directives of insurance regulatory authorities and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (collectively, "Insurance Laws"), except where the failure to so conduct such non-compliance, default or violation would not have business and would not reasonably be expected to haveoperations is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013, neither except where the Company 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 do so would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, each Company Insurance Subsidiary and, to the knowledge of the executive officers of the Company, its agents have marketed, sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (i) all applicable prohibitions against "redlining" or withdrawal of business lines, (ii) all applicable requirements relating to the disclosure of the nature of insurance products as policies of insurance and (iii) all applicable requirements relating to insurance product projections and illustrations. The Company and its Subsidiaries are in possession In addition, (i) there is no pending or, to the knowledge of all franchisesthe executive officers of the Company, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under threatened charge by any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have insurance regulatory authority that any of the Company Permits Insurance Subsidiaries has not had and would not reasonably be expected violated, nor any pending or, to havethe knowledge of the executive officers of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations are, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. All ; (ii) none of the Company Permits are valid and in full force and effect and are not Insurance Subsidiaries is subject to any administrative order or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure decree of any insurance regulatory authority relating specifically to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected such Company Insurance Subsidiary (as opposed to haveinsurance companies generally) which is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The ; and (iii) the Company is, and each of its Insurance Subsidiaries is, in compliance have filed all reports required to be filed with any insurance regulatory authority on or before the terms and requirements of such Company Permits, except where date hereof as to which the failure to be in compliance has not had and would not reasonably be expected to havefile such reports is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. In addition to Insurance Laws, except as set forth in the Company Reports filed prior to the date hereof, the businesses of each of the Company and its 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 with Insurance Laws, "Laws"), except for violations or possible violations that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except as set forth in the Company Reports filed prior to the date hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the executive officers of the Company, threatened, nor, to the knowledge of the executive officers of the Company, 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 Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. To the knowledge of the executive 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 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 Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement.

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all laws, statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries, except for such non-compliance as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with hold all licenses, franchises, permits, certificates, approvals, accreditations and are not in default under authorizations from Governmental Authorities necessary for the lawful conduct of their respective businesses or in violation of any applicable Lawrequired to make the Company Products marketable (collectively, “Permits”), except where such non-compliancethe failure to hold the same, default individually or violation would in the aggregate, has not have impaired and would not reasonably be expected to have, individually or impair in any material respect the aggregate, a business operations of the Company Material Adverse Effectand its Subsidiaries as presently conducted. The Company and its Subsidiaries are in compliance with the terms of all Permits in all material respects. Since January 1, 20132011, neither the Company nor any of its Subsidiaries has received any written notice from to the effect that a Governmental Authority (a) claimed or alleged that the Company or any Governmental Entity regarding of its Subsidiaries was not in compliance with all Laws applicable to the Company or any violation ofof its Subsidiaries or (b) was considering the amendment, termination, revocation or failure to comply with, cancellation of any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectPermit. The Company and its Subsidiaries are have abided and abide in possession all material respects by all Laws and internal policies regarding the privacy and security of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under data or information that is linked to any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted reasonably identifiable person (the “Company PermitsPersonal Data”), except where and no claims have been asserted or, to the failure to have Knowledge of the Company, threatened against the Company by any Person alleging a violation of any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectforegoing.

Compliance with Laws; Permits. The Company Each of the Seller and each of its Subsidiaries are has been and is currently in compliance in all material respects with all laws, injunctions, judgments, decrees, rulings, statutes, ordinances, codes, rules, regulations, decrees and are not in default under orders of Governmental Authorities, including the Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.) (collectively, “Laws”) applicable to the Purchased Assets or in violation the Key Products Employees, including Laws relating to occupational safety and health, manufacturing practice, labeling, handling and use of any applicable Law, except where such non-compliance, default compounds and products and employee exposure monitoring and control. None of the Seller or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from or other written communication alleging or relating to a possible violation by the Seller or any Governmental Entity regarding of its Subsidiaries of any violation of, or failure Laws applicable to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectPurchased Assets. The Company Seller and each of its Subsidiaries are in possession of hold all franchises, grants, authorizations, licenses, permits, easementsregistrations, variances, exceptionsexemptions, consentsoperating certificates, franchises, orders, permits, certificates, approvals, clearancesauthorizations, permissionsconcessions, qualifications certificates of occupancy and registrations and orders of all similar rights from Governmental EntitiesAuthorities (collectively, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities “Permits”) necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses lawful operation of the Purchased Assets as presently currently conducted (collectively, the “Company Purchased Assets Permits”), except where the failure and there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to have others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any of the Company Purchased Assets Permits has except that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Seller Material Adverse Effect. All Company Permits are valid and in full force and effect and are There is not subject pending or, to the Knowledge of the Seller, threatened before any Governmental Authority any proceeding, notice of violation, order of forfeiture or complaint or investigation against the Seller or any of its Subsidiaries relating to any administrative or judicial proceeding that could result of the Purchased Assets Permits. The Seller and its Subsidiaries are in modificationcompliance in all material respects with the terms of all of the Purchased Assets Permits, termination or revocation thereofand no event has occurred that, except where to the failure to be in full force and effect or any modificationKnowledge of the Seller, termination or revocation thereof has not had and would not reasonably be expected to have, individually or result in the aggregaterevocation, a Company Material Adverse Effect. The Company iscancellation, and each non-renewal or adverse modification of its Subsidiaries is, in compliance with any of the terms and requirements of such Company Purchased Assets Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with all applicable federal, state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees, arbitration awards, agency requirements, licenses and are not in default under or in violation permits of any applicable Lawall Governmental Entities (collectively, “Laws”), except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, (i) have not had, and are not reasonably likely to have, a Company Material Adverse Effect. Since January 1Effect or prevent, 2013, neither materially delay or materially impair the ability of the Company nor to consummate the transactions contemplated by this Agreement and (ii) have not resulted, and are not reasonably likely to result in, the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries has received or any written notice from of their respective directors or officers. No investigation or review by any Governmental Entity regarding with respect to the Company or any violation ofof its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation or failure review. The Company and its Subsidiaries each have all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to comply withconduct its business as presently conducted (each, any Law, a “Company Permit”) except as would not reasonably be expected to havethose the absence of which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Effect or prevent or materially burden or materially impair the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any ability of the Company Permits has not had to consummate the Merger and would not reasonably be expected to have, individually or in the aggregate, a other transactions contemplated by this Agreement. No Company Material Adverse Effect. All Company 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 Permit will cease to be in full force and effect effective as a result of the execution of this Agreement or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each consummation of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Compliance with Laws; Permits. The (a) As of the date hereof, the Company has complied and each of its Subsidiaries are is in compliance with all laws, rules and are not in default under regulations, ordinances, judgments, decrees, orders, writs and injunctions of all federal, state, local and foreign governments and agencies thereof, which affect the business, properties or in violation assets of any applicable Lawthe Company, except where such non-compliance, default or violation would for instances of possible noncompliance that have not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013and no notice, neither charge or assertion has been received by the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding or, to the Company’s knowledge, threatened against the Company alleging 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has foregoing, except for instances of possible noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits licenses, authorizations, consents, permits and approvals required under such laws, rules and regulations 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company to own, lease and operate its properties or to carry on its business substantially in the manner described in the Company SEC Documents filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Neither the Company, nor to the knowledge of the Company, any of its directors, officers, agents, employees or representatives (in each case acting in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Entity, in the United States or any other country, that was illegal under any applicable law, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, (v) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended or (vi) violated Section 8 of the Export Administration Act of 1977, as amended, except, in the case of clauses (i) through (vi) above, for such payments, violations, conduct or other practices that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Without limiting the other provisions of this Section 3.17, to the knowledge of the Company, none of (A) the Company or (B) any of the directors, officers, agents, employees or representatives of the Company (in each case acting in their capacities as such), has, in the past five (5) years, taken any action or made any omission in violation of, or that would reasonably be expected to cause the Company to be in violation of, any applicable law governing imports into or exports from the United States or any foreign country, transactions with designated individuals and organizations, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, including without limitation: the Arms Export Control Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Export Administration Act, the 1930 Tariff Act and other U.S. customs laws, the Foreign Corrupt Practices Act, the Export Administration Regulations, the International Traffic in Arms Regulations, the Office of Foreign Assets Control Regulations, the U.S. Customs Regulations, or any regulation, ruling, rule, order, decision, writ, judgment, injunction, or decree of any Governmental Entity issued pursuant thereto (collectively, the “International Trade Laws”), except in each case for actions, omissions or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) Without limiting the other provisions of this Section 3.17, to the knowledge of the Company, none of (A) the Company or (B) any of the directors, officers, agents, employees or representatives of the Company (in each case acting in their capacities as such), has any reasonable basis for believing that, in the past five (5) years, the Company is or has been the subject of any investigation, complaint or claim of any violation of the International Trade Laws by any Governmental Entity, except in each case for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all laws, statutes, ordinances, codes, rules, regulations, rulings, decrees, judgments, injunctions and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound, except for instances of non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries hold, and are in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Lawall licenses, franchises, permits, certificates, approvals, variances, orders, registrations and authorizations from Governmental Authorities required by Law for the conduct of their respective businesses as they are now being conducted (collectively, “Company Permits”), except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The No action or investigation is pending or, to the Knowledge of the Company, threatened to suspend, modify, disallow payment under, cancel, revoke, remove or withdraw any material Company and its Subsidiaries are in possession Permit where such suspension, modification, cancellation, revocation, removal or withdrawal would reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of all franchisesthe Company, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders no facts or circumstances exist that would reasonably be expected to materially affect the ability of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its applicable Subsidiaries to own, lease and operate their properties and assets and continue to carry on their businesses as presently conducted (provide service following the “Company Permits”)expiration of any franchise agreement or to renew any franchise agreement, except where the failure to have any of the Company Permits has not had and as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All To the Knowledge of the Company, there is no pending challenge or dispute regarding arrangements among any of the Company Permits are valid and in full force and effect and are not subject to its Affiliates that would materially affect implementation of the Company’s or any administrative or judicial proceeding that could result in modification, termination or revocation thereofof its applicable Subsidiaries’ drilling programs for the benefit of Questar Gas Company’s customers, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable LawCompany Subsidiary, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since since January 1, 20132014, neither the Company nor any of its Subsidiaries has complied with, is not in violation of, and has not received any written notice from any Governmental Entity regarding any violation of, or failure to comply withwith respect to, any LawApplicable Law or Order including any applicable Anti-Corruption and export and import control laws with respect to the Company Business, except as would not reasonably be expected to havebe material to the Company and the Company Subsidiaries, taken as a whole. (b) The Company and each Company Subsidiary has obtained each federal, state, provincial, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity that is required for and material to the operation of the Company Business or the holding of any interest in any of its material assets or properties (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Permits”), and all of the Company Permits are in full force and effect, except where the failure to obtain or maintain such Company Permits would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. The Company and the Company Subsidiaries are in compliance in all material respects with the terms of the Company Permits. Neither the Company nor any Company Subsidiary has received any written, or to the Knowledge of the Company, oral, notice from any Governmental Entity regarding (A) any failure to comply in all material respects with any term or requirement of any Company Permit or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Permit, except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. To the Knowledge of the Company, none of the Company Permits will be terminated or materially impaired, or will become terminable, in whole or in part, as a result of the Merger. (c) None of the Company or any Company Subsidiary, nor to the Knowledge of the Company, any of their respective directors or officers, employees, agents or Representatives (in each case, acting in their capacities as such) has, since January 1, 2014, directly or indirectly through its representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), violated in any material respect any Anti-Corruption Law. Neither the Company nor, to the Knowledge of the Company, any of its directors, officers or employees (acting in their capacities as such) has been convicted of violating any Anti-Corruption Law. (d) The Company and each of the Company Subsidiaries is and, since January 1, 2014, has been in compliance, other than in de minimis respects, with all Sanctions applicable to each of the Company and the Company Subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grantssince January 1, authorizations2014, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for neither the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have nor any of the Company Permits Subsidiaries has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject received any written notices of violations with respect 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectSanctions.

Compliance with Laws; Permits. The Except as set forth in the Company Reports filed prior to the date hereof, the businesses of each of the Company and each of its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit (other than "Environmental Laws" as defined in Section 5.1(k)) of any Governmental Entity (collectively, "Laws"), except where such non-compliance, default or violation would not have and would not reasonably be expected to havefor violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. Since January 1, 2013, neither Effect or prevent the Company nor from consummating the transactions contemplated by this Agreement. Except as set forth in the Company Reports filed prior to the date hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation ofis pending or, or failure to comply withthe knowledge of the executive officers of the Company, any Law, threatened except as would not reasonably be expected to havefor those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Effect or prevent the Company and from consummating the transactions contemplated by this Agreement. No material change is required in the Company's or any of its Subsidiaries to ownSubsidiaries' processes, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), or procedures in connection with any such Laws except where for such changes the failure to have any of the Company Permits has not had and would not reasonably be expected to havemake, individually or in the aggregate, would not be reasonably be likely to have a Company Material Adverse Effect; 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. All The Company Permits are valid and in full force its Subsidiaries each has all permits, licenses, franchises, variances, exemptions, orders and effect other governmental authorizations, consents and are not subject approvals necessary to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where conduct its business as presently conducted other than those the failure to be in full force and effect or any modification, termination or revocation thereof absence of which has not had and would is not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are are, and since February 1, 2015 have been, in compliance with and are not in default under all Laws applicable to them, any of their properties or in violation other assets or any of any applicable Lawtheir businesses or operations, except where any such non-compliance, default or violation would not have and failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January To the Knowledge of the Company, since February 1, 20132015, no Governmental Authority has issued any notice or notification stating that the Company or any of its Subsidiaries is not in compliance with any Law, except where such non-compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, consents, orders, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case, that are necessary for the Company and its Subsidiaries to own, lease or operate their properties and assets and to carry on their businesses as currently conducted (collectively, “Permits”) and each such material Permit is in full force and effect. Since February 1, 2015, neither the Company nor any of its Subsidiaries has received any written notice from to the effect that a Governmental Authority was considering the amendment, termination, revocation or cancellation of any Governmental Entity regarding any violation ofsuch material Permit. Each of the Company and its Subsidiaries is, or failure to comply withand since February 1, any Law2015 has been, in compliance with the terms of its Permits, except as where non-compliance with such Permit would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written communication since February 1, 2015 from any Governmental Authority or, to the Knowledge of the Company, from any employee, licensee, licensor, vendor or supplier of the Company or any of its Subsidiaries that alleges that the Company or any of its Subsidiaries is not in compliance in all material respects with, or is subject to any material Liability under, any Permit that is material to the Company and its Subsidiaries taken as a whole, or relating to the revocation or modification of any Permit that is material to the Company and its Subsidiaries taken as a whole. The consummation of the Transactions, in and of itself, will not cause the revocation or cancellation of any Permit that is material to the Company and its Subsidiaries, taken as a whole. (c) With respect to each material Government Contract and Government Bid, (i) each of the Company and its Subsidiaries is in compliance in all material respects with all requirements of Law pertaining to such Government Contract or Government Bid, (ii) each representation and certification executed by the Company or its Subsidiaries pertaining to such Government Contract or Government Bid was true and correct in all material respects as of its applicable date, (iii) neither the Company nor any of its Subsidiaries has submitted, directly or indirectly, to any Governmental Authority any cost or pricing data which is inaccurate or untruthful in any material respect in connection with such Government Contract or Government Bid and (iv) there is no suspension, stop work order, cure notice or show cause notice in effect for such Government Contract nor, to the Knowledge of the Company, is any Governmental Authority threatening to issue one. (d) To the Knowledge of the Company, there is no: (i) administrative, civil or criminal investigation, indictment, writ of information or audit of the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries by any Governmental Authority with respect to any alleged or potential violation of Law regarding any material Government Contract or Government Bid; (ii) suspension or debarment proceeding, nor any matters pending reasonably likely to lead to a suspension or debarment proceeding, against the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries; or (iii) contracting officer’s decision or legal proceeding by which a Governmental Authority claims that the Company or any of its Subsidiaries is liable to a Governmental Authority, in each case, with respect to any material Government Contract. Since February 1, 2015, neither the Company nor any of its Subsidiaries nor any of the Company’s or its Subsidiaries’, directors, officers nor, to the Company’s Knowledge, employees has conducted or initiated any internal investigation, or made a voluntary disclosure to any Governmental Authority, with respect to any alleged material misstatement or omission arising under or relating to any material Government Contract or Government Bid. (e) The Company and its Subsidiaries are in possession of and their respective employees possess all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiesgovernment security clearances necessary to perform the Government Contracts, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits such security clearances are valid and in full force and effect and are not subject to any administrative effect. To the Knowledge of the Company, none of the officers, directors, employees or judicial proceeding that could result in modification, termination or revocation thereof, except where Representatives of the failure to be in full force and effect Company or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries ishas: (i) made any payments or used any funds to influence transactions involving the United States government in violation of Law; (ii) failed to file any required lobbying reports pursuant to the Lobbying Disclosure Act of 1995; (iii) used any corporate or other funds or given anything of value for unlawful gratuities, contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in compliance with the terms and requirements violation of such Company Permitsany applicable Law; or (iv) accepted or received any unlawful contributions, except where the failure to be in compliance has not had and would not reasonably be expected to havepayments, individually expenditures or in the aggregate, a Company Material Adverse Effectgifts.

Compliance with Laws; Permits. The (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries are and have been at all times since January 1, 2020 in compliance with with, and to the Knowledge of the Company, are not under investigation with respect to and have not been threatened in default under writing to be charged with or in violation given written notice of any applicable Lawmaterial violation of, any Applicable Law (including Maritime Guidelines). (b) Each of the Company and its Subsidiaries has all licenses, permits, franchises, approvals, authorizations, registrations, certifications, accreditations and consents of all Governmental Authorities (collectively, the “Company Permits”) that are necessary pursuant to Applicable Law (including Environmental Law and Maritime Guidelines) to own, lease and operate its properties and assets (including the Company Vessels) and for the conduct of its business as presently conducted, except where the failure to be in possession of such non-compliance, default or violation would not have and Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries has received is in violation of any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any LawCompany Permits, except as for such violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry Except as set forth on their businesses as presently conducted (the “Company Permits”), except where the failure to have any Section 4.12(b) of the Company Permits Disclosure Schedule, since January 1, 2020, none of Company or any of its Subsidiaries has not had received any written notice of any action pending or, to the Knowledge of the Company, threatened in writing by any Governmental Authority to revoke, withdraw, modify, restrict or suspend any Company Permit, and no event has occurred which, with or without the giving of notice, the passage of time, or both, has resulted in, or would not reasonably be expected to have, individually or in the aggregateresult in, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in revocation, withdrawal, modification, termination restriction or revocation thereofsuspension of any Company Permit, except where the failure to be in full force and effect or any such revocation, withdrawal, modification, termination restriction or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and suspension would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Except as set forth in Section 5.10 of the Company Disclosure Schedule, the businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with all applicable federal, state, local, municipal, foreign or other laws, statutes, constitutions, principles of common law, resolutions, ordinances, codes, edicts, rules, regulations, judgments, orders, rulings, injunctions, decrees, directives, arbitration awards, agency requirements, licenses and are not in default under permits of all Governmental Entities (collectively, “Laws”) applicable to the Company or in violation of any applicable Lawits Subsidiaries, except where such non-compliancethe failure to comply, default individually or violation would in the aggregate, (i) has not have had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect and (ii) has not resulted, and is not reasonably likely to result in, the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries, or any of their respective directors or officers. Since January 1, 2013, neither Except as set forth in Section 5.10 of the Company nor any Disclosure Schedule, no (i) material investigation or review (for which the Company or one of its Subsidiaries has received any notice) or (ii) other investigation or review (for which the Company or one of its Subsidiaries has received written notice from notice) by any Governmental Entity regarding with respect to the Company or any violation ofof its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity (x) indicated to the Company or failure one of its Subsidiaries an intention to comply with, conduct any Law, except as would not reasonably be expected such material investigation or review or (y) indicated in writing to have, individually the Company or in the aggregate, a Company Material Adverse Effectone of its Subsidiaries an intention to conduct any other such investigation or review. The Company and its Subsidiaries are in possession of each have all franchises, grants, authorizationsgovernmental permits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (the each, a “Company PermitsPermit”)) except those the absence of which have not had, except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All Except as set forth in Section 5.10 of the Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modificationDisclosure Schedule, termination or revocation thereof, except where the failure no material Company Permit will cease to be in full force and effect effective as a result of the execution of this Agreement or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each consummation of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Compliance with Laws; Permits. The Except as set forth in the Company Reports or Public Announcements filed or made prior to the date hereof or Section 4.10 of the Company Disclosure Schedule, the businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with all applicable federal, state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees, arbitration awards, agency requirements, licenses or permits (including insurance laws and are not in default under or in violation regulations) of any applicable LawGovernmental Entity ("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 where in any such non-compliance, default or violation would not have and would not reasonably be expected to havecase for noncompliance that, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company 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 havehave a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except as set forth in the Company Reports filed prior to the date hereof or in section 4.10 of the Company Disclosure Schedule and except for routine examinations by state governmental entities charged with supervision of insurance companies ("Insurance Regulators"), no investigation or review by any governmental entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened, nor has any governmental entity indicated an intention to conduct the same, except for those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. 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 are in possession of each has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (except those the “Company Permits”), except where the failure to have any absence of the Company Permits has not had and which would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. All Effect or prevent or materially impair the ability of the Company Permits are valid to consummate the Merger 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries Company Subsidiary have complied and are in compliance with all laws, rules and are not in default under 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 in violation assets of the Company and each Company Subsidiary, any applicable Lawoperating 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 Department of Transportation (the “DOT”), the Federal Communications Commission (the “FCC”), the Department of Defense (the “DOD”), the Department of Homeland Security (the “DHS”), the Federal Transportation Safety Administration (the “TSA”), the Air Transportation Stabilization Board (“ATSB”) or any other Governmental Entity, except where such non-compliance, default or violation would for instances of possible noncompliance that have not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1No notice, 2013, neither charge or assertion has been received by the Company nor or any of its Subsidiaries has received Company Subsidiary or threatened against the Company or any written notice from any Governmental Entity regarding Company Subsidiary alleging 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has foregoing, except for instances of possible noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits licenses, authorizations, consents, permits, and approvals required under such Laws 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 any modification, termination or revocation thereof has have not had and would not reasonably be expected to have a Company Material Adverse Effect. 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 the Company or any of the Company Subsidiaries is pending or, to the Company’s knowledge, threatened, nor has the FAA, the TSA, any customs agency or any other Governmental Entity indicated an intention to conduct the same. (b) The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, Environmental Permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate its properties or to carry on their respective businesses substantially in the manner described in the Company SEC Documents filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The There is not pending or, to the Company’s knowledge, threatened before the FAA, DOT or any other Governmental Entity any material proceeding, notice of violation, order of forfeiture or complaint or investigation against the Company is, and each or any of its the Company Subsidiaries is, in compliance with relating to any of the terms and requirements of such Company Permits, except for any of the foregoing that have not resulted in and would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. The actions of the applicable Governmental Entities granting all Company Permits have not been reversed, stayed, enjoined, annulled or suspended, and there is not pending or, to the Company’s knowledge, threatened, any application, petition, objection or other pleading with the FAA, DOT or any other Governmental Entity which challenges or questions the validity of or any rights of the holder under any Company Permit, except, for any of the foregoing that have not resulted in and would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Since the Balance Sheet Date, neither the Company nor any Company Subsidiary has failed to comply with or pass any inspection performed by the FAA, the DOD, the DOT or any other Governmental Entity where the such failure to comply or pass any such inspection has adversely affected or would reasonably be expected to adversely affect the eligibility of the Company or any Company Subsidiary to undertake any aircraft missions. (c) None of the Company or any of the Company Subsidiaries, nor to the knowledge of the Company, any of their respective directors, officers, agents, employees or representatives (in compliance each case acting in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Entity, in the United States or any other country, that was illegal under any applicable Law, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, or (v) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, except, in the case of clauses (i) through (v) above, for such payments, violations, conduct or other practices that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company and each of its Subsidiaries are in compliance with all federal, state and are not in default under local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or in violation any of its Subsidiaries or by which any applicable Lawproperty, business or asset of the Company or any of its Subsidiaries is bound or affected, except where for such non-compliancecompliance that is not, default or violation would not have and would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither materially detrimental to the Company nor and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge 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 written overt notice from or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity regarding any violation of, or failure Authority (“Licenses”) necessary to comply with, any Lawconduct its business as presently conducted, except as those the absence of which would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for materially detrimental to the Company and its Subsidiaries to ownSubsidiaries, lease and operate their properties and assets and to carry on their businesses taken as presently conducted (a whole, or prevent, materially delay or materially impair the “Company Permits”), except where the failure to have any consummation of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectTransactions.

Compliance with Laws; Permits. The Except (x) as set forth in Section 5.10 of the Company Disclosure Letter or (y) as would not have a Company Material Adverse Effect, (a) each of the Company and each of its Subsidiaries are is and has been since June 1, 2012 in compliance with and are not in default under or in violation of any Applicable Law applicable to the Company or such Subsidiary or Contract to which a Governmental Authority (other than in its capacity as a customer of the Company or any of its Subsidiaries or otherwise in its capacity as a commercial actor) and the Company or such Subsidiary is a party or by which any of the assets or properties of the Company or any of its Subsidiaries is bound or Permit that is held by the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole (a “Material Permit”) and (b) since June 1, 2012 through the date of this Agreement, none of the Company or any of its Subsidiaries has received written notice alleging any violations of any Applicable Law, Material Permit or Contract with a Governmental Authority (other than in its capacity as a customer of the Company or any of its Subsidiaries or otherwise in its capacity as a commercial actor) applicable to the Company or any such Subsidiary or by which any of their respective assets or properties are bound. Each of the Company and its Subsidiaries holds all Material Permits and all such Permits are valid and in full force and effect, except where for such non-compliance, default Material Permits the failure of which to hold or violation to be valid or in full force and effect would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January June 1, 20132012 through the date of this Agreement, neither none of the Company nor or any of its Subsidiaries has received any written notice from of any Proceeding before any Governmental Entity regarding Authority threatening the validity, revocation, withdrawal, suspension, cancellation or modification of such Material Permits, and no such Proceeding before any violation ofGovernmental Authority is pending or to the Knowledge of the Company, threatened against the Company or failure to comply with, any Lawof its Subsidiaries, except as for such Material Permits that if invalid, revoked, withdrawn, suspended, cancelled or modified would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and its Subsidiaries are Notwithstanding anything contained in possession of all franchisesthis Section 5.10, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries no representation or warranty shall be deemed to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any be made in this Section 5.10 in respect of the Company Permits has not had and would not reasonably be expected to havematters referenced in Section 5.3, individually Section 5.20, or Section 5.23, or in the aggregaterespect of environmental, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative Tax, employee benefits or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectlabor law matters.

Compliance with Laws; Permits. The Company and each (a) Except as set forth on Section 3.11(a) of its Subsidiaries are in compliance with and are not in default under or the Disclosure Schedule, none of the Transferred Companies is in violation of any Laws or Governmental Orders applicable Lawto it or its assets, properties or business (including any such Laws regulating the insurance business), except where such non-compliance, default or violation would not have and would not reasonably be expected to havefor violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Since January 1As of the date of this Agreement, 2013, neither none of the Company nor any of its Subsidiaries has received any written notice from or the Transferred Companies is a party to, or bound by, any Governmental Entity regarding any violation ofOrder that is material to the Business. Each of the Insurance Subsidiaries is in material compliance with its policies applicable to its collection, use of and disclosure of personal or failure private information of customers or consumers. (b) Except as set forth in Section 3.11(b) of the Disclosure Schedule, each of the Transferred Companies holds all governmental qualifications, registrations, filings, licenses, permits, approvals or authorizations necessary to comply withconduct the Business and to own or use its assets and properties, any Lawas such Business, assets and properties are conducted, owned and used on the date hereof (collectively, the “Permits”), except as those the absence of which would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All Company material Permits are valid and in full force and effect and are not effect. As of the date hereof, none of the Transferred Companies is the subject of any pending or, to the Knowledge of Seller, threatened, Action seeking the revocation, suspension, termination, modification or impairment of any administrative Permit, or judicial proceeding that could result the supervision of any Transferred Company pursuant to the application of any Law in modification, termination or revocation thereofrespect of the level of capital held by such Transferred Company, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and for those Actions that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or Effect in the aggregateevent that such Actions are successful. Except for limitations imposed by applicable Law that are applicable to insurance companies generally and except for limitations imposed after the date hereof, a Company Material Adverse Effectthere is no Governmental Order that would be binding on any of the Transferred Companies following the Closing that prohibits or restricts the payment of shareholder dividends or other shareholder distributions by any of the Transferred Companies.

Compliance with Laws; Permits. The Company (a) Seller and each of its Subsidiaries are officers, directors, agents and employees have complied in compliance all material respects with all applicable laws, regulations and are other requirements, including, but not in default under limited to, federal, state, local and foreign laws, ordinances, rules, regulations and other requirements pertaining to product labeling, consumer products safety, equal employment opportunity, employee retirement, affirmative action and other hiring practices, occupational safety and health, workers' compensation, unemployment and building and zoning codes, which materially affect the Business, the Assets or in the Real Property and to which Seller may be subject, and, to Seller's knowledge, no claims have been filed against Seller alleging a violation of any such laws, regulations or other requirements. Seller has no knowledge of any action, pending or threatened, to change the zoning or building ordinances or any other laws, rules, regulations or ordinances affecting the Assets or the Real Property. Seller is not relying on any exemption from or deferral of any such applicable Lawlaw, except where such non-compliance, default regulation or violation other requirement that would not have be available to Buyer after it acquires the Assets. (b) Seller has, in full force and would not reasonably be expected to haveeffect, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, permits and certificates, approvalsfrom federal, clearancesstate, permissionslocal and foreign authorities (including, qualifications without limitation, federal and registrations state agencies regulating occupational health and orders of all Governmental Entities, safety) necessary to conduct its Business and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease own and operate their properties and assets and to carry on their businesses as presently conducted Assets (collectively, the “Company "Permits”), except where ") for which the failure to have any of the Company such Permits has not had and would not reasonably be expected to have, individually singly or in the aggregateaggregate have a material adverse effect on the Business or the Assets. A true, a Company Material Adverse Effect. All Company correct and complete list of all the 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 is set forth under the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or caption referencing this Section 4.23 in the aggregateDisclosure Schedule, a Company Material Adverse Effectwith an indication as to whether the Permit is assignable to Buyer. The Company is, and each of Seller has conducted its Subsidiaries is, business in compliance with the all material terms and requirements conditions of such Company the Permits. (c) In connection with the Business, except where the failure to be in compliance Seller has not had and would not reasonably be expected made or agreed to havemake gifts of money, individually other property or similar benefits (other than incidental gifts of articles of nominal value) to any actual or potential customer, supplier, governmental employee or any other person in the aggregate, a Company Material Adverse Effectposition to assist or hinder Seller in connection with any actual or proposed transaction.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are are, and since January 1, 2021, have been, in compliance with all federal, national, provincial, state, local or multinational laws, statutes, common laws, ordinances, codes, rules and are not regulations (collectively, “Laws”), judgments, decrees and orders of Governmental Authorities and Permits, in default under each case, applicable to the Company or in violation any of any applicable Lawits Subsidiaries, except where such non-compliance, default or violation would not have and as would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or in the aggregatetaken as a whole. The Company and each of its Subsidiaries hold, a Company Material Adverse Effect. Since and since January 1, 20132021, have held, all licenses, franchises, permits, certificates, approvals, authorizations and registrations from Governmental Authorities (collectively, “Permits”) necessary for the lawful conduct of their respective businesses and all such Permits are in full force and effect, except where the failure to hold the same or the failure of the same to be in full force and effect would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. There are no Actions pending or, to the Knowledge of the Company, threatened, that seek the revocation, cancellation or adverse modification of any Permit. (b) Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries has received is a party to any written notice from agreement or settlement with any Governmental Entity regarding Authority, under which it has any ongoing obligations or restrictions, with respect to any actual or alleged violation ofof any applicable Law. (c) The Company, or failure to comply witheach of its Subsidiaries, and each of their respective directors, officers, employees, agents, representatives, sales intermediaries and any Lawother third party acting on their behalf, has, since January 1, 2021, complied with all applicable Specified Business Conduct Laws, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for be material to the Company and its Subsidiaries to ownSubsidiaries, lease and operate their properties and assets and to carry on their businesses taken as presently conducted a whole. (the “Company Permits”), except where the failure to have any of the Company Permits has not had and d) Except as would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually taken as a whole, since January 1, 2021, neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of their respective directors, officers or in the aggregateemployees has been, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any actual, pending or threatened civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements or judicial proceeding that could result in modificationenforcement actions, termination or revocation thereofmade any disclosures to any Governmental Authority, except where involving the failure to be in full force and effect Company or any modificationof its Subsidiaries, termination in any way relating to any applicable Specified Business Conduct Laws. (e) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of their respective directors, officers, employees, agents, representatives, sales intermediaries or revocation thereof has not had and any other third party acting on their behalf, is a Sanctioned Person. (f) Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The , since January 1, 2021, neither the Company is, and each nor any of its Subsidiaries isSubsidiaries, nor, to the Knowledge of the Company, any of their respective directors, officers, employees, agents, representatives, sales intermediaries or any other third party acting on their behalf, has engaged in compliance with any dealings, transactions, activity or conduct with, involving or for the terms and requirements benefit of, any Sanctioned Person in violation of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectany Specified Business Conduct Laws.

Compliance with Laws; Permits. The Company and each of its Subsidiaries are in compliance with and are (i) Except as has not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor and each Company Subsidiary have complied and are in compliance with all laws, rules and regulations, ordinances, judgments, decrees, orders, writs and injunctions of all federal, state, local and foreign governments and agencies thereof, which affect the business, properties or assets of the Company and each Company Subsidiary, and (ii) no notice, charge or assertion has been received by the Company or any Company Subsidiary or, to the Company’s knowledge, threatened in writing against the Company or any Company Subsidiary alleging any violation of 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 Company Material Adverse Effect. foregoing. (b) The Company and its Subsidiaries are each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications approvals and registrations and orders clearances of all any Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Entity necessary for the Company and its Subsidiaries each Company Subsidiary to own, lease and operate their its properties and assets and or to carry on their respective businesses substantially in the manner described in the Company SEC Documents filed or furnished (and publicly available) prior to the date hereof and substantially as presently it is being conducted as of the date hereof (the “Company Permits”), except and all such Company Permits are valid, and in full force and effect, except, in each case, where the failure to have have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All . (c) Except as set forth in Section 3.17(c) of the Company Permits are valid and in full force and effect and are not subject to any administrative Disclosure Schedule or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The , none of the Company isor any of the Company Subsidiaries, and or, to the knowledge of the Company, any of their respective Representatives (in each of its Subsidiaries iscase acting in their capacities as such) has any reasonable basis for believing that, in the past five (5) years, any of the foregoing Persons has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Entity, in the United States or any other country, that was illegal under any applicable law, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, (v) taken any action or made any omission in violation of any applicable law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, including without limitation: the terms Arms Export Control Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Export Administration Act, the 1930 Tariff Act and requirements other U.S. customs laws, the Foreign Corrupt Practices Act, the Export Administration Regulations, the International Traffic in Arms Regulations, the Office of such Company PermitsForeign Assets Control Regulations, except where the failure to be in compliance has not had and would not reasonably be expected to haveU.S. Customs Regulations, individually or in the aggregateany regulation, a Company Material Adverse Effectruling, rule, order, decision, writ, judgment, injunction, or decree of any Governmental Authority issued pursuant thereto.

Compliance with Laws; Permits. The (a) Since January 1, 2015, the Company and each of its Subsidiaries are Company Subsidiary have been in compliance with and are not in default under or in violation of any all applicable LawLaws, except where such non-compliance, default or violation would not have and to the extent that the failure to comply therewith would not reasonably be expected to haveexpected, individually or in the aggregate, a to be material to the Company Material Adverse Effector such Company Subsidiary. Since January 1, 20132015, neither the Company nor any of its the Company Subsidiaries has received any written notice from any Governmental Entity regarding Authority any notices of violation ofwith respect to any Laws applicable to it, or failure to comply with, any Law, except other than as would not reasonably be expected to haveexpected, individually or in the aggregate, a to be material to the Company Material Adverse Effector such Company Subsidiary. The To the Company’s Knowledge, no investigation by any Governmental Authority with respect to the Company or any Company Subsidiary is pending, nor has any Governmental Authority indicated to the Company or any Company Subsidiary an intention to conduct any such investigation, except for such investigations the outcomes of which would not reasonably be expected, individually or in the aggregate, to be material to the Company or such Company Subsidiary. (b) Each of the Company and its Subsidiaries are each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easementsapprovals, variancesaccreditations, exceptions, consents, certificates, approvalsregistrations, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, certificates and other documents with all authorizations of any Governmental Entities Authority necessary for the Company and its Subsidiaries each such entity to own, lease and operate their properties and its assets and properties or to carry on their businesses its business as presently it is now being conducted (the “Company Permits”), except where the failure to have have, or the suspension or cancellation of, any of the Company Permits has not had and would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. All Each of the Company Permits are valid and is in full force and effect effect, and are is not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofconditions except for those conditions appearing on the face of such Company Permits, except where the failure to be in full force and effect of, or the imposition of such conditions on, any modificationCompany Permits, termination or revocation thereof has not had and would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company is, To the Company’s Knowledge and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) there exist no facts or circumstances that make it likely that any Company Permit will not be renewed or extended in the ordinary course of business consistent with past practice on commercially reasonable terms, (ii) no Governmental Authority has commenced, or given written notice to the Company or any Company Subsidiary that it intends to commence, a proceeding to revoke, or suspend, rescind, modify or not renew, or to impose any materially adverse condition on, any Company Permit, (iii) all reports and filings required to be filed with the relevant Governmental Authority by the Company or any Company Subsidiary with respect to any Company Permit have been timely filed and are accurate and complete, (iv) all regulatory fees, contributions or surcharges required to be paid by the Company and the Company Subsidiaries with respect to any Company Permit have been timely paid and (v) since January 1, 2015, the Company and each Company Subsidiary have been in compliance with the terms of all Company Permits. (c) Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any of the Company Subsidiaries (nor, to the Company’s Knowledge, any Company Representative): (i) has offered, authorized, provided or given any payment or thing of value to any Person for the purpose of influencing any act or decision of such Person to unlawfully obtain or retain business or other advantage, (ii) has violated since January 1, 2015 any applicable Anti-Corruption Laws, (iii) has established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties, or (iv) has taken any other action that would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any director, officer, employee, agent or representative of another company or other entity in the course of their business dealings with the Company or any of the Company Subsidiaries, so as to unlawfully induce such Person to act against the interest of his or her employer or principal. (d) Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any of the Company Subsidiaries (nor, to the Company’s Knowledge, any Company Representative): (i) is, or is owned or controlled by, a Person or entity subject to the sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or included on the List of Specially Designated Nationals and Blocked Persons or Foreign Sanctions Evaders, Denied Persons List, Entities List, Debarred Parties List, Excluded Parties List and Terrorism Exclusion List, or any other lists of known or suspected terrorists, terrorist organizations or other prohibited Persons made publicly available or provided to the Company or any of the Company Subsidiaries by any Governmental Authority (such entities, Persons or organizations collectively, the “Restricted Parties”); or (ii) has conducted any business with or engaged in any transaction or arrangement with or involving, directly or indirectly, any Restricted Parties or countries subject to economic or trade sanctions imposed by any U.S. Governmental Authority, including Cuba, Iran, North Korea, Sudan and Syria, in violation of applicable Law, or has otherwise been in violation of any such sanctions, restrictions or any similar Law. Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, the Company and the Company Subsidiaries have at all times since January 1, 2015 been in compliance in all respects with all applicable Laws relating to export controls, trade embargoes, and economic sanctions. To the Company’s Knowledge, neither the Company nor any of the Company Subsidiaries is subject to any pending or threatened action of any Governmental Authority that would restrict its ability to engage in export transactions, bar it from exporting or otherwise limit in any material respect its exporting activities or sales to any Governmental Authority. Neither the Company nor any of the Company Subsidiaries has received any written notice of material deficiencies in connection with any export controls, trade embargoes or economic sanctions matter from OFAC or any other Governmental Authority in its compliance efforts nor made any voluntary disclosures to OFAC or any other Governmental Authority of facts that could result in any material action being taken or any material penalty being imposed by a Governmental Authority against the Company or any of the Company Subsidiaries.

Compliance with Laws; Permits. (a) The Company, the Company Subsidiaries and, to the knowledge of the Company, the Company Joint Ventures are now and each of its Subsidiaries are have since September 30, 2013 been in compliance with with, and are not and have not since September 30, 2013 been in default under or in violation of any Laws applicable Lawto the Company, the Company Subsidiaries or, to the knowledge of the Company, the Company Joint Ventures, or any of their respective properties or assets, except where such non-compliance, default or violation would has not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1. (b) The Company, 2013, neither the Company nor any Subsidiaries and, to the knowledge of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation ofthe Company, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries Joint Ventures are in possession of all franchises, grants, authorizations, establishment registrations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiesany Relevant Authority, and all rights under any Company Specified Contract with all Governmental Entitiesany Relevant Authority, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company, the Company Subsidiaries and its Subsidiaries the Company Joint Ventures to own, lease and operate their properties and assets and or to carry on their businesses as presently they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company, the Company isSubsidiaries and, to the knowledge of the Company, the Company Joint Ventures and each of its Subsidiaries is, their respective businesses as being conducted are in compliance with the terms and requirements of such the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Notwithstanding anything contained in this Section 3.7, no representation or warranty shall be deemed to be made in this Section 3.7 in respect of the matters referenced in Section 3.23 or in respect of Tax matters.

Compliance with Laws; Permits. The Company and each the Company Subsidiaries hold all required, necessary or applicable federal, state, provincial, local or foreign permits, licenses, variances, exemptions, orders, franchises and approvals of its all Governmental Entities, except where the failure to so hold would not have a material adverse effect on the Company (the "COMPANY PERMITS"). The Company and the Company Subsidiaries are in compliance with and are not in default under or in violation the terms of any applicable Law, the Company Permits except where such non-compliance, default or violation the failure to so comply would not have a material adverse effect on the Company. Neither the Company nor any of the Company Subsidiaries has received notice of any revocation or modification of any of the Company Permits, the revocation or modification of which would have a material adverse effect on the Company. Neither the Company nor any of the Company Subsidiaries has violated or failed to comply with any statute, law, ordinance, regulation, rule, permit or order of any Governmental Entity, or any arbitration award or any judgment, decree, injunction or order of any Governmental Entity, applicable to the Company or any of the Company Subsidiaries or their respective business, assets or operations, except for violations and would not reasonably be expected failures to havecomply that could not, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company 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 havehave a material adverse effect on the Company. To the knowledge of the Company, individually no investigation or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all review by any Governmental Entities, and all rights under any Company Specified Contract Entity with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for respect to the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have or any of the Company Permits has not had and Subsidiaries is pending or threatened, other than those the outcome of which would not reasonably be expected to have, individually or in have a material adverse effect on the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectCompany.

Compliance with Laws; Permits. The Except as disclosed in the Company Reports filed with or furnished to the SEC prior to the date hereof, the businesses of each of the Company and each of its Subsidiaries are in compliance with and are not in default under or being conducted in violation of any applicable Lawfederal, 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 where such non-compliance, default or for any violation would not have and would not reasonably be expected to havethat, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. Since January 1Effect or prevent, 2013, neither materially delay or materially impair the ability of the Company nor to consummate the transactions contemplated by this Agreement and the Arrangement. Except as disclosed in the Company Reports filed with or furnished to the SEC prior to the date hereof and except for any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, investigation or failure to comply with, any Law, except as would not reasonably be expected to havereview that, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Arrangement, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to the Company or any of its Subsidiaries to conduct the same. To the knowledge 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 Law, and the Company has not received any notice or communication of any material noncompliance with any Law that has not been cured as of the date hereof. The Company and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company governmental authorizations, consents and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted approvals (the “Company Permits”)) necessary to conduct its business in all material respects as presently conducted, except where the failure to have any of the such Company Permits has not had and would not reasonably be expected to havePermits, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. All Effect or prevent, materially delay or materially impair the ability of the Company Permits are valid to consummate the transactions contemplated by this Agreement 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectArrangement.

Compliance with Laws; Permits. (i) The Company Acquired Group Companies are, and each of its Subsidiaries are during the six (6) years prior to the date hereof have been, in compliance in all material respects with all Laws (including Health Care Laws) applicable to such Acquired Group Companies or their assets or business activities; (ii) during the six (6) years prior to the date hereof, no Acquired Group Company has received any notice or communication from or on behalf of any Governmental Authority alleging any material noncompliance by such Acquired Group Company with respect to any such Law, a material deficiency in connection with the operation of the business of the Acquired Group Companies, or, to the Seller’s Knowledge, threatening or affecting the operation of the business of the Acquired Group Companies; and are not in default under (iii) to the Seller’s Knowledge, no inspection, investigation, survey, audit, monitoring or in other form of review by any Governmental Authority, professional review organization, accrediting organization or certifying agency regarding a violation of any applicable Lawsuch Law is pending or threatened in writing, in each such case, except as would not be materially adverse to the Acquired Group Companies, taken as a whole, or prevent or materially impede, impair or delay Seller or the Acquired Group Companies from consummating the transactions contemplated by this Agreement or any Ancillary Agreement or otherwise prevent Seller or the Acquired Group Companies from performing their respective obligations hereunder and thereunder. (b) All Permits necessary or required for the Acquired Group Companies (i) to conduct their business and operations as currently conducted and (ii) to occupy their leased properties have been obtained by such Acquired Group Company, are valid and in full force and effect, except where the failure to obtain any such non-compliance, default Permit or violation the failure to be valid and in full force and effect would not be materially adverse to the Acquired Group Companies, taken as a whole, or prevent or materially impede, impair or delay the Seller or the Acquired Group Companies from consummating the transactions contemplated by this Agreement or the Ancillary Agreements or otherwise prevent the Seller or the Acquired Group Companies from performing their respective obligations hereunder and thereunder. The Acquired Group Companies are, and during the six (6) years prior to the date hereof have and would not reasonably be expected been, in material compliance with all such Permits. During the six (6) years prior to havethe date hereof, individually no Acquired Group Company has received any notice or in communication from or on behalf of any Governmental Authority alleging any violation of any material Permit, the aggregatefailure to hold any material Permit, a Company Material Adverse Effect. Since January 1or to the Seller’s Knowledge, 2013threatening the suspension, neither revocation, restriction or modification of any material Permit or the Company imposition of any fine, penalty or other sanctions. (c) Neither Seller nor any of its Subsidiaries Subsidiaries, with respect to the Aspen Business, and no Acquired Group Company: (i) is a party to a corporate integrity agreement with the Office of Inspector General of the Department of Health and Human Services or a deferred prosecution agreement with the United States Department of Justice, (ii) has a reporting obligation pursuant to any settlement agreement entered into with any Governmental Authority or other Person, (iii) has been served as a defendant in any qui tam/False Claims Act (31 U.S.C. §3729 et. seq.) litigation, or (iv) has been served with or received any search warrant, subpoena, civil investigative demand, contact letter or personal or telephone contact by or from any Governmental Authority. (d) No Acquired Group Company nor any director, officer, employee or agent thereof, with respect to actions taken on behalf of any Acquired Group Company or, to the Seller’s Knowledge, any Affiliated Physician, with respect to actions taken on behalf of an Acquired Group Company has been (i) excluded or suspended from participating in any Governmental Health Program, nor, to the Seller’s Knowledge, is any such exclusion threatened or pending, or (ii) listed on the System for Award Management published list of parties excluded from federal procurement programs and non-procurement programs. No Acquired Group Company, any of their respective directors, officers, employees or agents thereof, with respect to actions taken on behalf of any Acquired Group Company or, to the Seller’s Knowledge, any Affiliated Physician, with respect to actions taken on behalf of an Acquired Group Company, has been sanctioned pursuant to 42 U.S.C. §1320a-7a or 1320a-8 or been convicted of a crime described at 42 U.S.C. §1320a-7b. (e) The Acquired Group Companies maintain, and during the six (6) years prior to the date hereof have maintained, a compliance program designed to promote compliance, with Health Care Laws and ethical standards. (f) The Acquired Group Companies have implemented (i) appropriate physical, technical and administrative safeguards to protect Protected Health Information or “PHI” (as defined under HIPAA), (ii) written policies and procedures as required by HIPAA, and (iii) appropriate corrective action to address any material vulnerabilities identified as a result of assessments undertaken by the Acquired Group Companies as required by HIPAA. No Acquired Group Company nor any director or officer has received any written notice from any Governmental Entity Authority or other Person of any allegation regarding any violation of, or its failure to comply withwith HIPAA or any other Health Care Law or regulation applicable to PHI, or been the subject of any Lawcivil or criminal penalty, claim, action or proceeding, or any administrative or other regulatory review, survey, proceeding or order in connection with any actual or potential violation by the Acquired Company of HIPAA, in each case, except as would not reasonably be expected to havebe materially adverse to the Acquired Group Companies, individually or taken as a whole. (g) The Acquired Group Companies are appropriately enrolled in the aggregateand in good standing under Governmental Health Programs, a Company Material Adverse Effectas applicable. The Company Acquired Group Companies, have timely and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have accurately filed all tariffs, material reports, notices, data and other documents information required to be filed with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate Authorities regarding their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)respective businesses, except where the failure to have any of the Company Permits has not had and as would not reasonably be expected to havebe materially adverse to the Acquired Group Companies, individually or taken as a whole. All billing and collection procedures of, and claims submitted by the Acquired Group Companies with respect to all Governmental Health Programs and Commercial Payor Programs have been in compliance in all material respects with all regulatory laws, regulations, and policies of, and Payor agreements with such Governmental Health Programs and Commercial Payor Programs. To the Seller’s Knowledge, the Acquired Group Companies are not, and have not during the past six (6) years, been in violation of the corporate practice of medicine restrictions and requirements applicable in the aggregatestates in which the Aspen Business operates, a Company Material Adverse Effectin any material respect. All Company Permits The Acquired Group Companies are valid not, and have not during the past six (6) years, been in full force violation of fee-splitting restrictions 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or requirements applicable in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries isstates in which the Aspen Business operates, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectany material respect.

Compliance with Laws; Permits. (a) Since February 4, 2013, the businesses of each of the Company and its Subsidiaries (including the ownership and maintenance of all its assets, including the Owned Real Property) have not been conducted in violation of any federal, state, local, municipal, multinational or foreign law, statute, constitution or ordinance, common law, or any rule, regulation, directive, treaty, policy, standard, Judgment or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. No investigation, audit or review by any Governmental Entity with respect to the Company or any of its Subsidiaries or any of their assets is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity notified the Company of its intention to conduct the same, except for such investigations or reviews the outcome of which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. As of the date of this Agreement, no change is required in the Company’s or in any of its Subsidiaries’ processes, properties, assets or procedures in connection with any applicable Laws, except such changes that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect, and, since February 4, 2013, the Company has not received any notice or communication of any material noncompliance with any applicable Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except for such failures that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. The Company and each of its Subsidiaries are is in compliance with and are not in default under or in violation the terms of any applicable Lawthe Company Permits, except where such non-compliance, default for failures to comply or violation would not have and would not reasonably be expected to haveviolations that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect. Since January 1February 4, 2013, the Company has not received any written notice or, to the knowledge of the Company, other communication of any material noncompliance with any material Company Permit that has not been cured as of the date of this Agreement. (b) To the knowledge of the Company, neither the Company nor any director, officer, other employee or agent of the Company has violated any provision of the Foreign Corrupt Practice Act of 1977, as amended, or any similar foreign Law. (c) Since February 4, 2013, neither the Company nor any of its Subsidiaries has received made any written notice from disclosure (voluntary or otherwise) to any Governmental Entity regarding with respect to any alleged irregularity, misstatement or omission or other potential violation ofor liability arising under or relating to the Foreign Corrupt Practice Act of 1977, as amended, or failure to comply with, any similar Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (1) The Company and Company, each of its Subsidiaries are and any branch offices of such Subsidiaries are, and since January 1, 2019 have been, in compliance with all federal, national, provincial, state, local or multinational laws, statutes, codes, rules and are not regulations (collectively, “Laws”) and Orders, in default under each case, applicable to the Company, any of its Subsidiaries or in violation of any applicable Lawbranch offices thereof, except where such non-compliance, default or violation as would not have and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Since January 1No investigation or review by any Governmental Authority with respect to the Company, 2013, neither the Company nor any of its Subsidiaries has received or any written notice from branch offices thereof is pending or, to the Knowledge of the Company, threatened in writing, the outcome of which is reasonably likely to have a Company Material Adverse Effect. (2) The Company, each of its Subsidiaries and any Governmental Entity regarding any violation ofbranch offices of such Subsidiaries hold, or and since January 1, 2019 have held, all Permits, except where the failure to comply with, any Law, except as hold such Permits would not reasonably be expected to havenot, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. The Company and its Subsidiaries There are no Actions pending or, to the Knowledge of the Company, threatened in possession writing, that seek the revocation, cancellation or adverse modification of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)Permit, except where the failure to have any of the Company Permits has not had and as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. All . (3) None of the Company Permits are valid and its Subsidiaries nor, to the Knowledge of the Company, any director, officer or employee or anyone in full force and effect and are not a position to exercise a senior management function or other key function of the Company or any of its Subsidiaries is, or has been, (i) ineligible or unfit to act in such role or (ii) subject to any administrative a disqualification that would be a basis for censure, limitations on the activities, functions or judicial proceeding that could result in modificationoperations of, termination or suspension or revocation thereofof the authorization of any UK-regulated Subsidiary of the Company, except where by the failure to be PRA or FCA, for the conduct of regulated activities except, in full force the case of clauses (i) and effect or any modification(ii), termination or revocation thereof has not had and as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect. (4) This Section 3.08 does not relate to the Company SEC Documents, financial statements or compliance with the Xxxxxxxx-Xxxxx Act, which are the subject of Section 3.05, Tax matters, which are the subject of Section 3.09, employee benefits and labor matters, which are the subject of Sections 3.10 and 3.11, or insurance or reinsurance matters, which are the subject of Sections 3.16 through 3.19.

Compliance with Laws; Permits. The Company and each (i) Except as set forth in Section 4.1(m) of its Subsidiaries are the Seller Disclosure Letter, the Business is being conducted in compliance with all applicable Laws and are not in default under or no member of the Seller Group has received any notification that any member of the Seller Group, with respect to the Business, is in violation of any applicable LawLaws, except where any such non-compliance, default noncompliance or violation violations would not have and would not reasonably be expected to have(A) result in a Liability of $100,000 in any one case or $500,000 in the aggregate, (B) individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 2013, neither the Company 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, (C) individually or in the aggregate, have a Company Material Adverse Effect. The Company Effect on the ability of any member of the Seller Group to perform its obligations under this Agreement, the Related Agreements or the Reorganization Agreements. (ii) Section 4.1(m) of the Seller Disclosure Letter sets forth a true and its Subsidiaries are in possession complete list of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Permits and/or Approvals required to conduct the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses Business as presently conducted (the “Company Permits”)conducted, except where other than such Permits and/or Approvals the failure to have any of the Company Permits has not had and obtain which would not reasonably be expected to have(A) result in a Liability of $100,000 in any one case or $500,000 in the aggregate, (B) individually or in the aggregate, have a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject Effect or materially impair the ability of Buyer to any administrative carry on the Business as currently conducted, or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, (C) individually or in the aggregate, have a Company Material Adverse EffectEffect on the ability of any member of the Seller Group to perform its obligations under this Agreement, the Related Agreements or the Reorganization Agreements. The Company isAll such Permits and/or Approvals are being complied with in all material respects and will not be terminated or revoked as a result of the transactions contemplated by this Agreement, the Related Agreements or the Reorganization Agreements. (iii) Except as set forth in Section 4.1(m) of the Seller Disclosure Letter, there are no judgments, orders, injunctions, decrees, stipulations, awards (whether rendered by a Governmental Agency or by arbitration) or private settlement agreements involving any member of the Seller Group and each relating to the Business, other than any of its Subsidiaries isthe foregoing which have not and will not (A) result in a Liability to the Business of $50,000 in any one case or $100,000 in the aggregate, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, (B) individually or in the aggregate, have a Company Material Adverse Effect.Effect or materially impair the ability of Buyer to carry on the Business as currently conducted, or (C) individually or in the aggregate, have a Material Adverse Effect on the ability of any member of the Seller Group to perform its obligations under this Agreement, the Related Agreements or the Reorganization

Compliance with Laws; Permits. (a) The Company Business and each of the Purchased Entities are being and, for the three years prior to the Agreement Date, have been conducted by Sphinx and its Subsidiaries in compliance with the Laws applicable thereto, and Sphinx and its Subsidiaries are in compliance with and are not the Laws applicable to its ownership of the Purchased Assets or Purchased Shares, in default under or in violation of any applicable Law, each case except where such non-compliance, default or violation to the extent that the failure to comply therewith would not have and would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effectreasonably be expected to be material to the Business. Since January 1, 2013Within the past three-year period, neither the Company Sphinx nor any of its Subsidiaries has received any written notice from or, to the knowledge of Sphinx, verbal notices of violation with respect to any Governmental Entity regarding any violation ofLaws applicable to the conduct of the Business or the ownership of the Purchased Assets or Purchased Shares, or failure to comply with, any Law, except in each case other than as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. The Company reasonably be expected to be material to the Business. (b) Sphinx and its Subsidiaries are in possession of the Other Asset Sphinx Entities collectively have all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Permits necessary for to conduct the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses Business as presently conducted (the “Company Permits”)conducted, except where the failure to have any of the Company such Permits has not had and would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to havebe material to the Business. Within the past three year-period, neither Sphinx nor any of the Other Asset Sphinx Entities has received any written or, to the knowledge of Sphinx, verbal notice from any Governmental Authority regarding (i) any actual or possible violation of any Permit, or any failure to comply in any respect with any term or requirement of any Permit, in each case related to the Business or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Permit related to the Business, in each case other than as would not, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in be material to the aggregate, a Company Material Adverse EffectBusiness.

Compliance with Laws; Permits. The Company (a) Seller and each of its the Subsidiaries are in compliance in all respects with all Laws of every Governmental Body, including all licensing and are not in default under escheat laws, applicable to the Purchased Assets or in violation their conduct of any applicable Lawthe Business, except where for such non-compliancefailure to comply that has not had, default or violation would not have and would is not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company Neither Seller nor any of its the Subsidiaries has received any written or other notice from of or been charged with the violation of any Governmental Entity regarding Law with respect to the Business or the Purchased Assets. To the Knowledge of Parent and Knowledge of Seller, neither Seller nor any of the Subsidiaries is under investigation with respect to the violation of, of any Law with respect to the Business or failure to comply with, the Purchased Assets and there are no facts or circumstances which could form the basis for any Law, except as would not reasonably be expected to have, individually or in such violation. (b) Section 5.16(b) of the aggregate, Disclosure Memorandum contains a Company Material Adverse Effect. The Company and its Subsidiaries are in possession list of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary Permits which are required for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses operation of the Business as presently conducted (conducted. Seller and the “Company Permits”)Subsidiaries currently have all Permits which are required for the operation of the Business as presently conducted, except where the failure to have any of the Company such Permits has not had had, and would is not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect. Neither Seller nor any of the Subsidiaries is in default or violation in any material respect, and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation, in any material respect of any term, condition or provision of any Permit to which it is a party, to which the Business is subject or by which any of the Purchased Assets are bound and, to the Knowledge of Parent and Knowledge of Seller, there are no facts or circumstances which could form the basis for any such default or violation. All Company Permits are valid applications required to have been filed for the renewal of any Permit listed in Section 5.16(b) of the Disclosure Memorandum have been duly filed on a timely basis with the appropriate Governmental Body, and in full force and effect and are not subject all other filings required to have been made with respect to any administrative or judicial proceeding that could result in modification, termination or revocation thereofsuch Permit have been duly made on a timely basis with the appropriate Governmental Body, except where the failure to be in full force and effect or any modification, termination or revocation thereof have timely made such filings has not had had, and would is not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company and each (a) Terasen, its subsidiaries and, to the knowledge of Terasen, its Subsidiaries Partially Owned Entities are in compliance compliance, and at all times since January 1, 2002 have complied, with and are not in default under or in violation of any all applicable Law, except where such Laws other than non-compliance, default or violation compliance which would not have and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on Terasen. Since January 1No investigation or review by any Governmental Entity with respect to Terasen, 2013, neither the Company nor any of its Subsidiaries subsidiaries, or the knowledge of Terasen, its Partially Owned Entities, is pending or, to the knowledge of Terasen, is threatened, nor has received any written notice from any Governmental Entity regarding any violation ofindicated in writing an intention to conduct the same, or failure to comply with, any Law, except as other than those the outcome of which would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company Effect on Terasen. (b) Terasen and its Subsidiaries subsidiaries and, to the knowledge of Terasen, its Partially Owned Entities are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations approvals and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to lawfully carry on their respective businesses as presently they are now being conducted (collectively, the “Company "Terasen Permits”"), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and possession of such Terasen Permits would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. The Company isEffect on Terasen, and each there is no action, proceeding or investigation pending or, to the knowledge of Terasen, threatened regarding any of the Terasen Permits which would have a Material Adverse Effect on Terasen. None of Terasen, any of its Subsidiaries issubsidiaries or, to the knowledge of Terasen, any of its Partially Owned Entities is in compliance with conflict with, or in default or violation of any of the terms and requirements of such Company Terasen Permits, except where the failure to be in compliance has not had and for any such conflicts, defaults or violations which would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on Terasen. (c) None of Terasen, any of its subsidiaries or, to the knowledge of Terasen, any directors, officers, agents or employees of Terasen or any of its subsidiaries has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, or (ii) made any unlawful payment to any government officials or employees or to political parties or campaigns or violated any provision of the United States Foreign Corrupt Practices Act of 1977, as amended in each case which could reasonably be expected to have a material and adverse effect on Terasen.

Compliance with Laws; Permits. Except as set forth in the Company Reports filed prior to the date hereof, the businesses of each of the Company 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 Material Adverse Effect or to prevent or materially impair the ability of the Group to consummate the Transactions and the other transactions contemplated hereby. Except as set forth in the Company Reports filed prior to the date hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the executive 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 Material Adverse Effect or to prevent or materially impair the ability of the Group to consummate the Transactions and the other transactions contemplated hereby. To the knowledge of the executive 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 each of its Subsidiaries have all 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 in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to havenot, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2013, neither Effect or to prevent or materially impair the Company 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any ability of the Company Permits has not had Group to consummate the Transactions and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated hereby.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are in compliance in all material respects with and are not in default under all laws (including common law), statutes, rules, codes, executive orders, ordinances, regulations, requirements, administrative rulings or in violation judgments of any Governmental Authority or any order, writ, injunction or decree, whether preliminary or final, entered by any court, arbitrator or other Governmental Authority (collectively, “Laws”) applicable Law, except where such non-compliance, default to the Company or violation would not have and would not reasonably be expected to have, individually any of its Subsidiaries or in the aggregate, a Company Material Adverse Effectany of their properties or other assets or any of their businesses or operations. Since January 1, 20132004, neither the Company nor any of its Subsidiaries has received any written notice from to the effect that a Governmental Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any Law applicable to the Company and any of its Subsidiaries, any of their material properties or other assets or any of their business or operations. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries, nor any officer, director or employee of the Company or any such Subsidiary, is under investigation by any Governmental Entity regarding Authority related to the conduct of the Company’s or any violation ofsuch Subsidiary’s business, the results of which investigation would or failure to comply with, any Law, except as would not reasonably be expected to havebe materially adverse to the business or assets of the Company and its Subsidiaries taken as a whole. (b) The Company and each of its Subsidiaries hold all material licenses, individually franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the aggregateconduct of their respective businesses, a Company Material Adverse Effectincluding the manufacture and sale of their respective products (collectively, “Permits”). The Company and its Subsidiaries are in possession compliance in all material respects with the terms of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental EntitiesPermits, and all rights under any such Permits are in full force and effect, except where such suspension or cancellation would not be reasonably expected to constitute a Company Specified Contract with all Governmental EntitiesMaterial Adverse Effect. Since January 1, and have filed all tariffs2005, reports, notices, and other documents with all Governmental Entities necessary for neither the Company and nor any of its Subsidiaries to ownhas received written notice from a Governmental Authority that such Governmental Authority was considering the amendment, lease and operate their properties and assets and to carry on their businesses as presently conducted termination, revocation or cancellation of any Permit. (c) No event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the “Company Permits”or any of its Subsidiaries under, any Permit (in each case, with or without notice or lapse of time or both), except where the failure to have any of the Company Permits has not had and for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative No such suspension, cancellation, violation, breach, default, loss of a benefit, or judicial proceeding that could acceleration of an obligation will result in modification, termination or revocation thereoffrom the transactions contemplated by this Agreement, except where the failure to be in full force and effect for violations, breaches, defaults, losses or any modification, termination or revocation thereof has not had and accelerations that would not be reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (i) The business and operations of the Company and each of its Subsidiaries are Insurance Companies have been conducted in compliance with all applicable foreign, federal, state and are not in default under or in violation local statutes and regulations regulating the business and products of any insurance and all applicable Laworders and directives of insurance regulatory authorities (collectively, "Insurance Laws"), except where the failure to so conduct such non-compliance, default or violation business and operations would not have and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013, neither except where the Company 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 do so would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The , each Company Insurance Company and, to the Company's Knowledge, its agents have marketed, sold and issued insurance and annuity and guaranteed investment products in compliance, in all material respects, with all Insurance Laws applicable to the business of such Company Insurance Company and its Subsidiaries are such activities and in possession the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (A) all applicable prohibitions against withdrawal of business lines, (B) all franchisesapplicable requirements relating to the disclosure of the nature of insurance products as policies of insurance, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications (C) all applicable requirements relating to insurance product projections and registrations and orders of all Governmental Entitiesillustrations, and (D) all rights under applicable requirements relating to the advertising, sales and marketing of insurance and annuity products and guaranteed investment contracts. In addition, (X) there is no pending or, to the Knowledge of the Company, threatened charge by any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have insurance regulatory authority that any of the Company Permits Insurance Companies has not had and would not reasonably be expected violated, nor any pending or, to havethe Knowledge of the Company threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations would, individually or in the aggregate, be reasonably like to have a Company Material Adverse Effect. All ; (Y) none of the Company Permits are valid and in full force and effect and are not Insurance Companies is subject to any administrative order or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure decree of any insurance regulatory authority relating specifically to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected such Company Insurance Company (as opposed to haveinsurance companies generally) which would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The ; and (Z) the Company is, and each of its Subsidiaries is, in compliance Insurance Companies have filed all reports required to be filed with any insurance regulatory authority on or before the terms and requirements of such Company Permits, except where date hereof as to which the failure to be in compliance has not had and would not reasonably be expected to havefile such reports would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. (ii) In addition to Insurance Laws, except as set forth in the Company Reports filed prior to the date hereof or as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, the businesses of each of the Company and its 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 with Insurance Laws, "Laws"). Except as set forth in the Company Reports filed prior to the date hereof or as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same. To the Knowledge 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 written 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 permits, licenses, trademarks, patents, tradenames, copyrights, servicemarks, 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 is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (iii) Except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, with respect to every syndication of property that was intended to allow investors to claim a low income housing tax credit or similar tax credit, the property so syndicated is eligible for the relevant credit in an amount no less than the amount that it was intended to produce.

Compliance with Laws; Permits. The (a) (i) Each Group Company is and, since the Lookback Date, has been in compliance in all material respects with all Laws and Orders applicable to the conduct of such Group Company, and (ii) since the Lookback Date, no Group Company has received any written or oral notice from any Person alleging a material violation of or noncompliance with any such Laws or Orders. (b) To the Knowledge of the Company, each Gxxxx Xxxxxxxx Company holds all material permits, licenses, registrations, approvals, consents, accreditations, waivers, exemptions, variances, certificates and authorizations of, or granted by, each applicable Governmental Entity required under Law for the ownership and use of its Subsidiaries are assets and properties or the conduct of its business as currently conducted (collectively, “Permits”), and is in compliance with all terms and are not in default under or in violation conditions of any applicable Lawsuch Permits, except where the failure to have such non-compliance, default or violation Permits would not have and would not be reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither material to the Company 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 Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any business of the Company Permits has not had and would not reasonably be expected to haveGroup Companies, individually or in the aggregate, taken as a Company Material Adverse Effectwhole. All Company of the Permits are valid and in full force and effect and are not subject none of the Permits will be terminated as a result of, or in connection with, the consummation of the transactions contemplated hereby. No Gxxxx Xxxxxxxx Company is in default under any Permit and no condition exists that, with the giving of notice or lapse of time or both, would be reasonably expected to constitute a default under any administrative Permit, and no Proceeding is pending or judicial proceeding threatened in writing, to suspend, revoke, withdraw, modify or limit any Permit in a manner that could result in modification, termination has had or revocation thereof, except where would reasonably be expected to have a material impact on the failure ability of the applicable Gxxxx Xxxxxxxx Company to be use such Permit or conduct its business. Each Permit will continue in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in immediately following the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectClosing.

Compliance with Laws; Permits. The Company (a) Each Transferred Entity is, and each of its Subsidiaries are has been since January 1, 2019, in compliance in all material respects with all state, provincial, local, municipal, foreign, domestic, national, supranational, international, multinational, federal or other administrative laws, statutes, ordinances, codes, executive orders, principles of common law, treaties, rules, regulations, published interpretation or other similar requirements enacted, adopted or promulgated by a Governmental Authority that is binding upon such Person as amended or modified from time to time (“Laws”) or Judgments, applicable to the Transferred Entities or the Business. (b) None of the Transferred Entities, nor any director, officer or employee or, to the Knowledge of the Seller, agent or Representative acting on behalf of the Transferred Entities, (i) is a Sanctioned Person, or (ii) have, directly or indirectly, since January 1, 2019, engaged in any material dealings or transactions with any Sanctioned Person or Sanctioned Country, or otherwise violated in any material respect Sanctions. (c) Since January 1, 2019, the Transferred Entities have in all material respects conducted operations in accordance with any applicable customs, import, export control, and are not anti-boycott Laws (“Trade Control Laws”) of the United States and any other applicable jurisdiction. (d) The Transferred Entities maintain policies and procedures reasonably designed to ensure compliance in default under all material respects with Sanctions and applicable Trade Control Laws. (e) In the past three (3) years, neither the Transferred Entities nor the Seller has received written notice of any actual or in alleged violation of any Sanctions or Trade Control Laws by the Transferred Entities. (f) The licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (collectively, “Permits”) held by the Transferred Entities constitute all Permits necessary for the conduct of the Business in all material respects as currently conducted as of the date of this Agreement in accordance with applicable Law, except where such non-compliance, default or violation would not have and . Except as would not reasonably be expected to haveexpected, individually or in the aggregate, to be material to the Business and the Transferred Entities, taken as a Company Material Adverse Effect. Since January 1whole, 2013, neither each of the Company nor any Transferred Entities has fulfilled and performed its obligations under each of its Subsidiaries has received any Permits. No written notice from of cancellation or default concerning any material Permit of a Transferred Entity has been received by the Selling Entities or the Transferred Entities and, to the Knowledge of the Seller, no investigation by any Governmental Entity Authority regarding a potential or actual default under or a violation of any violation of, such Permit is currently pending or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted threatened. (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company isg) Each Transferred Entity, and each of its Subsidiaries their respective directors, officers and employees acting in such capacity and, to the Knowledge of the Seller, each of their respective other agents and Representatives acting on their behalf, is, and has been since January 1, 2017, in compliance in all material respects with (i) the U.S. Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder (the “FCPA”) and (ii) the provisions of applicable anti-bribery, anti-corruption, anti-money laundering, sanctions Laws and Trade Control Laws of each jurisdiction in which the Business operates or has operated, in the case of clauses (i) and (ii), to the extent applicable to such Transferred Entity and its directors, officers, employees, agents and Representatives in their respective conduct of the Business. The Seller Group has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects by the Business with the terms FCPA and requirements other anti-bribery, anti-corruption, anti-money laundering, sanctions Laws and Trade Control Laws in each jurisdiction in which the Transferred Entities operate. None of such Company Permitsthe Transferred Entities nor any of their respective direct shareholders, except where directors, officers, employees, nor, to the failure Knowledge of the Seller, agents or Representatives acting on their behalf has been or is designated on the list of Specifically Designated Nationals and Blocked Persons maintained by the United States Department of Treasury Office of Foreign Assets Control. To the Knowledge of the Seller, no Governmental Authority is investigating or has since January 1, 2019 conducted, initiated or threatened any investigation of Transferred Entities or any of their respective directors, officers, employees, agents or Representatives, for any alleged material violation of the FCPA or other anti-bribery, anti-corruption, anti-money laundering Laws, sanctions Laws or Trade Control Laws in connection with activities relating to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectBusiness.

Compliance with Laws; Permits. The (a) Neither the Company nor its Subsidiaries is in violation of, nor since the Applicable Date has been in violation of, and each of the Company and its Subsidiaries are are, and since the Applicable Date have been, in compliance with and are not in default under with, any Law applicable to the Company or in violation any of any applicable Lawits Subsidiaries, except where such non-compliance, default or violation would not have and for violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither and the Company nor any of and its Subsidiaries has received any written notice have all permits, registrations, licenses, authorizations, exemptions, certificates, orders, easements, variances, consents, grants, approvals and franchises from any Governmental Entity regarding any violation ofAuthorities required to conduct their respective businesses and own, or failure to comply with, any Lawlease and operate their respective assets and properties as being conducted as of the date hereof and as of the Effective Time (“Permits”), except as for any such Permits the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) For the five years preceding the date of this Agreement, neither the Company nor any of its Subsidiaries, directors, officers, nor, to the Knowledge of the Company, any employee or agent of the Company or any of its Subsidiaries, or any other Person acting on behalf of any of the foregoing, (i) is or has been in violation of any provision of the U.S. Foreign Corrupt Practices Act or any other applicable Law that prohibits corruption or bribery (collectively, “Anti-Corruption Laws”) or (ii) has directly or indirectly made, offered, agreed to, requested or taken any other act in furtherance of an offer, promise or authorization of any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment in violation of any of the Anti-Corruption Laws. Since July 1, 2012, the Company and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to prevent and detect violations of and otherwise ensure compliance with all Anti-Corruption Laws; and the Company and its Subsidiaries have maintained accurate books and records in compliance with all Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries has, since July 1, 2012, received any written notice from any Governmental Authority alleging any violation, received any allegations whether internally or externally, conducted any internal investigation with respect to, or made any voluntary or involuntary disclosure to a Governmental Authority concerning, any actual or alleged violation of any Anti-Corruption Laws related to the Company or any of its Subsidiaries, nor to the Knowledge of the Company do they have any reasonable basis to believe such a violation may have occurred. (c) The operations of the Company and its Subsidiaries in connection with the business of the Company are, and for the five years preceding the date of this Agreement have been, conducted in compliance with all applicable financial recordkeeping and reporting requirements and Anti-Money Laundering Laws. Neither the Company nor any of its Subsidiaries have, since the Applicable Date, received any written notice from any Governmental Authority alleging any violation, received any allegations whether internally or externally, conducted any internal investigation with respect to, or made any voluntary or involuntary disclosure to a Governmental Authority concerning, any actual or alleged violation of any Anti-Money Laundering Law related to the Company, nor to the Knowledge of the Company do they have any reasonable basis to believe such a violation may have occurred. (d) The Company and each of its Subsidiaries are, and for the five years preceding the date of this Agreement have been, in compliance with all applicable International Trade Laws. The Company and its Subsidiaries are in possession of have obtained all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiesnecessary approvals or licenses from, and made all rights under filings with, any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries Authority required to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have fulfill any material commitments or obligations of the Company Permits has not had and would not reasonably be expected to have, individually or in its Subsidiaries that are currently pending or have been pending since the aggregate, a Applicable Date. Neither the Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to nor 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries ishas, since July 1, 2012, received any written or, other communication from any Governmental Authority that alleges that the Company or any Subsidiary is not, or may not be, in material compliance with the terms and requirements of such Company Permitswith, except where the failure to be in compliance has not had and would not reasonably be expected to or has, or may have, individually any material liability under, any applicable International Trade Law Active.22007448.8.doc or conducted any internal investigation with respect to, or made any voluntary or involuntary disclosure to a Governmental Authority concerning, any actual or alleged violation of any applicable International Trade Laws related to the Company or any of its Subsidiaries, nor do they have any reasonable basis to believe such a violation may have occurred. (e) Neither the Company, nor its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, or any other Persons acting on behalf of the Company or its Subsidiaries, is a person that designated on, or is owned or controlled by a person that is designated on any list of sanctioned parties maintained by the United States, the United Kingdom, or the European Union, including the list of Specially Designated Nationals and Blocked Persons maintained by OFAC or located, organized or resident in a country or territory that is the aggregatesubject of comprehensive sanctions imposed by the United States, a European Union or United Kingdom (including Cuba, Iran, North Korea, Sudan, Syria and the Crimean region of the Ukraine). For the five (5) years preceding the date of this Agreement, neither the Company Material Adverse Effectnor its Subsidiaries have participated in or otherwise engaged in any transaction or otherwise dealt directly or indirectly with any such designated person or any country or territory subject to comprehensive sanctions imposed by the United States, European Union or United Kingdom.

Compliance with Laws; Permits. (i) The business and operations of the Company and each of its Subsidiaries are Insurance Companies have been conducted in compliance with all applicable federal, state and are not in default under or in violation local statutes and regulations regulating the business and products of any insurance and all applicable Laworders and directives of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) (collectively, "INSURANCE LAWS"), except where the failure to so conduct such non-compliance, default or violation business and operations would not have and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013, neither except where the Company 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 do so would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The , each Company Insurance Company and its Subsidiaries are agents have marketed, sold and issued insurance products in possession of compliance, in all franchisesmaterial respects, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental EntitiesInsurance Laws applicable to the business of such Company Insurance Company and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (A) all applicable prohibitions against "redlining", (B) all applicable requirements relating to the disclosure of the nature of insurance products as policies of insurance and (C) all applicable requirements relating to insurance product projections and illustrations. In addition, (X) there is no pending or, to the Knowledge of the Company, threatened charge by any insurance regulatory authority that any of the Company Insurance Companies has violated, nor any pending or, to the Knowledge of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect; (Y) none of the Company Insurance Companies is subject to any order or decree of any insurance regulatory authority relating specifically to such Company Insurance Company (as opposed to insurance companies generally) which would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect; and (Z) the Company Insurance Companies have filed all tariffsreports required to be filed with any insurance regulatory authority on or before the date hereof as to which the failure to file such reports would individually or in the aggregate, reportsbe reasonably likely to have a Company Material Adverse Effect. (ii) In addition to Insurance Laws, noticesexcept as set forth in the Company Reports filed prior to the date hereof, and other documents with all Governmental Entities necessary for the businesses of each of the Company and its Subsidiaries to ownhave not been, lease and operate their properties and assets and to carry on their businesses as presently 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 or the NASD (the “Company Permits”collectively, "LAWS"), except where the failure to have any of the Company Permits has not had and so conduct such business would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. All Except as set forth in the Company Permits are valid Reports filed prior to the date hereof and in full force and effect and are except as would not subject be reasonably likely to have a Company Material Adverse Effect, no investigation or review by any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where Governmental Entity with respect to the failure to be in full force and effect Company or any modificationof its Subsidiaries is pending or, termination to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same. To the Knowledge of the Company, no material change is required in the Company's or revocation thereof any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and the Company has not had 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 would not reasonably be expected its Subsidiaries each has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to haveconduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The Company is, and each None of its the Company's Subsidiaries is, in compliance which is a registered broker-dealer has entered into or is subject to a restrictions letter agreement with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectNASD.

Compliance with Laws; Permits. (a) The Company and each the Company Subsidiary are currently, and except as set forth in Section 4.07(a) of its Subsidiaries the Disclosure Schedule, since January 1, 2007 have been, in compliance in all material respects with all Laws and Permit requirements of any Governmental Authority (the “Rules”) applicable to them, any of their properties or other assets or any of their businesses or operations. No investigation or review by any Governmental Authority with respect to the Company or the Company Subsidiary is pending or, to the Knowledge of the Company, threatened. Neither the Company nor the Company Subsidiary has received any written communication from any Governmental Authority alleging that the Company or the Company Subsidiary is not in compliance in any material respect with any Rules. Neither the Company nor the Company Subsidiary is currently liable for the payment of any material claims, damages, fines, penalties or other amounts, however designated, for failure to comply with any Rules and no expenditures are or, to the Knowledge of the Company, will be required to remain in compliance with and such Rules. There is not any present or proposed material requirement of any applicable Law that is due to be imposed on the Company or the Company Subsidiary that is reasonably likely to increase the cost of complying with such Rules or that would render illegal or restrict the operations of the Companies or the Company Subsidiary. (b) There are not no circumstances that would warrant any Governmental Authority suspension or disbarment proceedings or the finding of nonresponsibility or ineligibility or any other damage or penalty assessment or recoupment of payment. Neither the U.S. Government nor any prime contractor, subcontractor or vendor is asserting any claim or initiating any dispute proceeding against the Company or the Company Subsidiary relating to any Contract with a Governmental Authority or any bid therefor, nor is the Company or the Company Subsidiary asserting any claim or initiating any dispute proceeding directing or indirectly against any such party concerning any Contract with a Governmental Authority or any bid therefor. (c) Neither the Company nor the Company Subsidiary, nor any of their respective directors, managers, officers, employees or agents, has: (i)(A) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person to assist in default under connection with any actual or in violation of proposed transaction or (B) made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office, (1) which violates any applicable Law, except where such including the Foreign Corrupt Practices Act of 1977, as amended, or might subject the Company or the Company Subsidiary to any damages or penalties in any civil, criminal or governmental litigation or proceeding, or (2) the non-compliance, default continuation of which has had or violation would not have and would not may reasonably be expected likely to have, individually have a material effect on the business of the Company; (ii) established or in maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose; (iii) failed to file any required lobbying reports pursuant to the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any Lobbying Disclosure Act of its Subsidiaries has 1995; or (iv) accepted or received any written notice from any Governmental Entity regarding any violation ofunlawful contributions, payments, expenditures or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. gifts. (d) The Company and its Subsidiaries are in possession of the Company Subsidiary hold all material licenses, franchises, grants, authorizations, licenses, permits, easements, variances, exceptionscertificates, consents, certificatesorders, approvalsapprovals and authorizations from Governmental Authorities, clearancesor required by Governmental Authorities to be obtained, permissionsin each case, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities that are necessary for the Company and its Subsidiaries the Company Subsidiary to own, lease and or operate their properties and assets and to carry on their businesses as presently currently conducted (the collectively, “Company Permits”), except where the failure to have any ) and each of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and is in full force and effect. Section 4.07(d) of the Disclosure Schedule sets forth a true, correct and complete list of all Permits. No event has occurred or other fact exists with respect to the Permits that allows, or after notice or lapse of time or both would allow, revocation or termination of any of the Permits. Since five years prior to Closing, neither the Company nor the Company Subsidiary has received written or oral notice, to the effect that a Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. Each of the Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company isSubsidiary are, and each of its Subsidiaries issince five years prior to Closing have been, in compliance with the terms and requirements of such its Permits. Neither the Company Permitsnor the Company Subsidiary has received any written communication since five years prior to Closing from any Governmental Authority or from any employee, except where licensee, licensor, vendor or supplier of the failure to be Company or the Company Subsidiary that alleges that the Company or the Company Subsidiary is not in compliance has with, or is subject to any Liability under, any Permit, or relating to the revocation or modification of any Permit. Except as set forth in Section 4.07(d) of the Disclosure Schedule, the consummation of the Transactions, in and of itself, will not had cause the revocation or cancellation of any Permit. No Consent, notice or other notification is required under any Permit as result of the Transactions and would the effectiveness of the Permit will not reasonably be expected to have, individually or in affected by the aggregate, a Company Material Adverse Effectconsummation of the Transactions.

Compliance with Laws; Permits. (a) The Company and each of Subsidiary has complied, and is now complying, in all material respects, with all Laws applicable to it or its Subsidiaries are business, properties or assets. No investigation, review or proceeding by any Governmental Authority in compliance with and are not in default under relation to any actual or in alleged material violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither Law by the Company or any Subsidiary is pending or, to the Company’s Knowledge, threatened, nor has the Company or any of its Subsidiaries has Subsidiary received any written notice from any Governmental Entity regarding Authority indicating an intention to conduct the same. The Company and each Subsidiary is not a party to any violation of, consent or failure to comply with, any Law, except as similar Contract with a Governmental Authority that would not reasonably be expected to haveto, either individually or in the aggregate, result in a Company Material Adverse Effect. The Neither the Company and its Subsidiaries are in possession nor any Subsidiary has received any written notice of, or been charged with, the violation of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary material Law. (b) All Permits required for the Company and each Subsidiary to conduct its Subsidiaries to own, lease business as currently being conducted and operate their properties and assets and to carry on their businesses as presently planned to be conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had been obtained by it and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect effect. All fees and are not subject charges with respect to such Permits as of the date hereof have been paid in full. Section 3.18(b) of the Disclosure Schedules lists all current Permits issued to the Company or any administrative Subsidiary, including the names of the Permits and their respective dates of issuance and expiration. No event has occurred that, with or judicial proceeding that could without notice or lapse of time or both, would reasonably be expected to result in modificationthe revocation, termination suspension, lapse or revocation thereoflimitation of any Permit set forth in Section 3.18(b) of the Disclosure Schedules. (c) Section 3.18(c) of the Disclosure Schedule identifies each Governmental Authorization held by the Company or any Subsidiary, except where and the failure Company has delivered to be Parent accurate and complete copies of all such Governmental Authorizations. The Governmental Authorizations held by the Company and any Subsidiary are valid and in full force and effect or any modificationeffect, termination or revocation thereof has not had and would not reasonably be expected collectively constitute all Governmental Authorizations necessary to have, individually or enable the Company and each Subsidiary to conduct its business in the aggregate, a Company Material Adverse Effectmanner in which its business is currently being conducted and as presently planned to be conducted. The Company is, and each of its Subsidiaries is, Subsidiary is in compliance with the terms and requirements of such the Governmental Authorizations held by it. The Company Permits, except where the and each Subsidiary has not received any notice or other communication from any Governmental Authority regarding (i) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization, or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. Section 3.18(c) of the Disclosure Schedule also identifies with an asterisk each Governmental Authorization set forth therein which by its terms cannot be transferred to the Surviving Corporation at the Effective Time. (d) Except as set forth in compliance Section 3.18(d) of the Disclosure Schedule, the Company has not had applied, and would is not certified, for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid Programs”) and the TRICARE Program (the Medicare and Medicaid Programs, the TRICARE Program, and such other similar federal, state or local reimbursement or governmental programs (including “Federal health care programs” as defined in 42 U.S.C. § 1320a-7b(f)), are referred to collectively as the “Governmental Programs”), nor does the Company xxxx or receive payments from private, non-governmental programs (including any private insurance program) (such private, non-governmental programs are referred to collectively as “Private Programs”). There are no pending or threatened investigations, audits or other actions, relating to the Company’s participation in any Governmental Program or Private Program, nor have there been any within the last three (3) years. (e) No Governmental Program or Private Program (collectively, “Payment Program”) has imposed a fine, penalty or other sanction on the Company. The Company has not been excluded from participation in any Payment Program. (f) None of the Company, nor any Subsidiary, director, officer, employee, or, to the Company’s Knowledge, agent of the Company or any Subsidiary: (i) has been convicted of or has been charged by any Governmental Authority or by any third party on behalf of any Governmental Authority with any violation of any Law related to any Governmental Program; (ii) has been convicted of, or has been charged by any Governmental Authority with any violation of any Law related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or controlled substances; or (iii) is or has been excluded, suspended or debarred from participation, or is otherwise ineligible to participate, in any Governmental Program or has committed any violation of any Law that could reasonably be expected to haveserve as the basis for any such exclusion, individually suspension, debarment or in the aggregate, a Company Material Adverse Effectother ineligibility.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are are, and have been since January 1, 2014, in compliance with all laws, statutes, ordinances, codes, rules, regulations, rulings, decrees, judgments, injunctions and are not in default under or in violation Orders of any Governmental Authorities (collectively, “Laws”) applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor or any of its Subsidiaries has received or by which any written notice from any Governmental Entity regarding any violation of, of their properties or failure to comply with, any Lawassets are bound, except for instances of non-compliance as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has received any written notice since January 1, 2014 from any Governmental Authority that alleges that the Company or a Subsidiary of the Company is not in compliance in any material respect with any applicable Law, other than with respect to any allegations that have been withdrawn, settled, or otherwise resolved. (b) The Company and each of its Subsidiaries are holds, and is in possession of compliance with, all licenses, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearancesvariances, permissionsOrders, qualifications registrations, clearances and registrations and orders of all authorizations from Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Authorities necessary for the Company and each of its Subsidiaries to own, lease and operate their its properties and assets assets, and to carry on conduct their respective businesses as presently they are now being conducted (the collectively, “Company Permits”), except where the failure to have any of the Company Permits has not had and as would not reasonably be expected to havebe material to the operation of the business of the Company or any of its Subsidiaries, individually or taken as a whole. The Company and each of its Subsidiaries is and since January 1, 2014 has been in compliance with the aggregateterms of the Company Permits, a Company Material Adverse Effect. All and all of the Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permitseffect, except where the failure to be in compliance has not had with any Company Permits, or the failure of any Company Permits to be valid or in full force and would not reasonably be expected to haveeffect, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except for any such actions that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Compliance with Laws; Permits. (i) The business and operations of the Company and each of its the Company Insurance Subsidiaries are have been conducted in compliance with all applicable statutes, regulations and are not in default under or in violation rules of any jurisdiction of which each is respectively subject regulating the business of insurance and all applicable Laworders and directives of insurance regulatory authorities and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (collectively, "Insurance Laws"), except where the failure to so conduct such non-compliance, default or violation would not have business and would not reasonably be expected to haveoperations is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013, neither except where the Company 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 havedo so is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The , each Company Insurance Subsidiary and its Subsidiaries are agents have marketed, sold and issued insurance products in possession compliance, in all respects, with Insurance Laws applicable to the business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (i) all franchisesapplicable published prohibitions against "redlining" or withdrawal of business lines, grants(ii) all applicable published requirements relating to the disclosure of the nature of insurance products as policies of insurance and (iii) all applicable published requirements relating to insurance product projections and illustrations. In addition, authorizations(i) there is no pending or, licensesto the Knowledge of the Company, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under threatened charge by any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have insurance regulatory authority that any of the Company Permits Insurance Subsidiaries has not had and would not reasonably be expected violated, nor any pending or, to havethe Knowledge of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations are, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. All ; (ii) none of the Company Permits are valid and in full force and effect and are not Insurance Subsidiaries is subject to any administrative order or judicial proceeding that could result in modification, termination decree of any insurance regulatory authority or revocation thereof, except where the failure limitation of license or restriction to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected conduct its business relating specifically to havesuch Company Insurance Subsidiary which is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The ; and (iii) the Company is, and each of its Insurance Subsidiaries is, in compliance have filed all reports required to be filed with any insurance regulatory authority on or before the terms and requirements of such Company Permits, except where date hereof as to which the failure to be in compliance has not had and would not reasonably be expected to havefile such reports is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. In addition to Insurance Laws, the businesses of each of the Company, its Subsidiaries and Joint Ventures have not been, and are not being, conducted in violation of any federal, state, local or foreign Law, statute, ordinance, rule, regulation, judgment, default under or non-compliance with order, injunction, decree, arbitration award, agency requirement, writ, franchise, variance, exemption, approval, license or permit of any Governmental Entity (collectively with Insurance Laws, "Laws"), except for violations, defaults or non-compliance that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries or Joint Ventures is pending or, to the Knowledge 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 Company Material Adverse Effect. No material change is required in the Company's or any of its Subsidiaries' or any of its Joint Ventures' 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 and Joint Ventures each has all permits, licenses, trademarks, patents, trade names, domain 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 Company Material Adverse Effect.

Compliance with Laws; Permits. (a) All activities of the Company and its Subsidiaries and their respective officers, directors, agents and employees have been, and are currently being, conducted in compliance in all material respects with all applicable Laws, Permits and governmental requirements (including corrective action plans or requirements), Orders and other similar items of any Governmental Body, except when noncompliance would not reasonably be expected to result in a Material Adverse Effect. No Governmental Body has instituted, implemented, taken or threatened to take, and to the Knowledge of the Company, no Governmental Body intends to take, any action the effect of which, individually or in the aggregate, is reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries. (b) The Company has made available to PAS prior to the date of this Agreement in the Company Data Room copies of all Permits necessary for the conduct of the business and operations of the Company and its Subsidiaries (including, but not limited to, water Permits), or necessary to own, lease and operate its properties, which have been duly obtained and are in full force and effect and are complete and accurate in all material respects. The Company and each of its Subsidiaries are have conducted its business in compliance with all terms and conditions of the Permits. There are no proceedings pending or, to the Knowledge of the Company, threatened or intended that are reasonably expected to result in the revocation, cancellation or suspension, or any adverse modification, of any such Permit, and the execution and delivery of the Company Documents and the consummation of the transactions contemplated thereby will not result in default under any such revocation, cancellation, suspension or modification. (c) The Company and each of its Subsidiaries has not, and no officer, director, employee or agent of the Company and each of its Subsidiaries, has (i) offered, authorized, promised, made or agreed to make gifts of money, other property or similar benefits or contributions (other than incidental gifts or articles of nominal value) to any actual or potential customer, supplier, governmental employee or other Person in a position to assist or hinder the Company in connection with any actual or proposed transaction or to any political party, political party official or candidate for federal, state or local public office in violation of any applicable LawLaw or (ii) maintained any unrecorded fund or asset of the Company or any of its Subsidiaries for any improper purpose or made any false entries on its books and records for any reason. (d) The Company and each of its Subsidiaries and their respective representatives, except where such nonagents or employees is, and has been for the past four years, in compliance in all material respects with (i) all applicable Laws relating to anti-compliancebribery, default money laundering, lawful political contributions or violation would not have gifts, corrupt practices and would not reasonably be expected similar measures and (ii) all applicable laws relating to have, individually or in the aggregate, a Company Material Adverse Effecteconomic and trade sanctions. Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries has received any written notice from notifications or claims alleging facts which are inconsistent with the representations in the foregoing sentence. (e) Neither the Company nor any of its Subsidiaries nor any of their respective representatives, agents or employees, has corruptly or illegally offered or given on behalf of either the Company or any of its Subsidiaries, anything of value to: (i) any government official or (ii) any other person while knowing, or having reason to know, that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any government official for the purpose of the following: (x) influencing any action or decision of such government official, in his or her official capacity, including a decision to fail to perform his or her official function; (y) inducing such government official to use his or her influence with any Governmental Entity regarding Body to affect or influence any violation ofact or decision of such Governmental Body to assist either the Company or any of its Subsidiaries in obtaining or retaining business or securing an improper advantage for, or failure to comply with, any LawGovernmental Body; or (z) where such payment would constitute a bribe, except as would not reasonably be expected kickback or illegal or improper payment to haveassist either the Company or any of its Subsidiaries in obtaining or retaining business or securing an improper advantage for, individually or with, or directing business to, any Person. There have been no false or fictitious entries made in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any books or records of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with relating to any illegal payment or secret or unrecorded fund and neither the terms and requirements Company nor any of such Company Permits, except where the failure to be in compliance its Subsidiaries has not had and would not reasonably be expected to have, individually established or in the aggregate, maintained a Company Material Adverse Effectsecret or unrecorded fund.

Compliance with Laws; Permits. The Company and each (a) None of its the Paired Entities nor any of the Paired Entities Subsidiaries are in compliance with and are not in default under or is, nor since January 1, 2018 has been, in violation or default of any applicable LawLaws or any publicly-facing privacy policies to which either of the Paired Entities or any Paired Entities Subsidiary or any of their respective businesses, properties or assets is subject, except where such non-complianceviolation or default, default alone or violation together with all other violations, would not have and would not or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 2013, neither the Company 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 Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. , no investigation, review or proceeding by any Governmental Entity with respect to the Paired Entities or any Paired Entities Subsidiary or their operations is pending or, to the knowledge of the Paired Entities, threatened in writing, and, to the knowledge of the Paired Entities, no Governmental Entity has indicated an intention to conduct the same. (b) The Company Paired Entities and its the Paired Entities Subsidiaries have obtained and are in possession of all franchises, grants, authorizations, licenses, permits, easementsfranchises, variances, exceptions, consents, certificates, approvals, exemptions, clearances, permissions, qualifications and qualifications, registrations and orders Orders of all any Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Entity (“Permits”) necessary for the Company Paired Entities and its the Paired Entities Subsidiaries to own, lease and operate their properties and assets and to carry on conduct their businesses business as presently conducted (the “Company Permits”)such business is currently being conducted, except where the failure to have obtain any of the Company Permits has not had and such Permit, alone or together with all other such failures, would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All Company of such 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 thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company isPaired Entities and the Paired Entities Subsidiaries are, and each of its Subsidiaries their respective business as being conducted is, in compliance in all respects with the terms and requirements of such Company Permits, except where the failure to be in compliance has would not had have a Company Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the knowledge of the Paired Entities, threatened in writing and no such suspension or cancellation will result from the transactions contemplated by this Agreement, in each case except as would not reasonably be expected to havehave a Company Material Adverse Effect. The Paired Entities and the Paired Entities Subsidiaries are, individually or and each of their respective business as being conducted is, in compliance in all respects with the aggregateterms and requirements of such Permits, except where the failure to be in compliance would not have a Company Material Adverse Effect. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Paired Entities nor any of the Paired Entities Subsidiaries, nor, to the knowledge of the Paired Entities, any director, officer or employee of the Paired Entities or any Paired Entities Subsidiaries, has (i) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other person, or (iii) taken any action, directly or indirectly, that would constitute a violation in any material respect by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. (d) The representations in this Section 5.8 do not apply to Tax matters, as to which the representations and warranties are as set forth in Section 5.10

Compliance with Laws; Permits. The (i) Except for Jurisdictional Laws (as to which Seller does not make any representation), each Transferred Company is, and at all times since its formation, has been, and, to Seller’s knowledge, each of Gathering Company is and at all times since its Subsidiaries are formation has been, in compliance with and are not all Legal Requirements applicable to it or to the ownership of its assets or the operation of its business, where any failure to so be in default under or in violation of any applicable Law, except where such non-compliance, default or violation during such period prior to the date hereof to have so been in compliance, would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on any Transferred Company. Since January 1, 2013, neither the Company Neither Seller nor any Transferred Company has received, and to the knowledge of its Subsidiaries Seller, there is not threatened, any order, notice or other communication from any Governmental Authority of any alleged, actual or potential violation and/or failure to comply with any such Legal Requirements. To Seller’s knowledge, no Gathering Company has received any written order, notice or other communication from any Governmental Entity regarding Authority of any alleged, actual or potential violation of, or and/or failure to comply with, with any Law, except as would not reasonably be expected to have, individually or in the aggregate, such Legal Requirements. (ii) Schedule 3.1(m) sets forth a Company Material Adverse Effect. The Company true and its Subsidiaries are in possession accurate list of all franchises, grants, authorizations, licenses, material permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications licenses and registrations and orders of all Governmental Entities, and all rights under any Actions that each Transferred Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary has heretofore obtained for the Company and conduct of its Subsidiaries to ownbusiness (collectively, lease and operate their properties and assets and to carry on their businesses as presently conducted (herein the “Company Permits”), except where the failure to . The Permits have any of the Company Permits has not had been duly obtained and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on any Transferred Company. The Company isThere are no proceedings pending or, and to Seller’s knowledge, threatened, which seek to revoke, cancel, suspend or modify any of the Permits. Except as set forth in Schedule 3.1(m), the Permits constitute all of the permits, licenses or Governmental Actions necessary for the conduct of each Transferred Company’s business as it is conducted as of its Subsidiaries is, in compliance with the terms and requirements of such Company PermitsClosing, except where the failure to be in compliance has not had and posses any such permit, license or Governmental Action would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Transferred Companies. (iii) NOTWITHSTANDING ANY OTHER PROVISION SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION REGARDING EXEMPTION FROM OR COMPLIANCE OF THE EMS GATHERING SYSTEM OR THE OTHER ASSETS OF THE TRANSFERRED COMPANIES OR THE GATHERING COMPANIES WITH THE NATURAL GAS ACT OF 1938 (15 U.S.C. § 717, et seq.), THE NATURAL GAS POLICY ACT OF 1978 (15 X.X.X. §0000 et seq.), THE LAWS OF WYOMING OR OTHER LEGAL REQUIREMENTS (COLLECTIVELY HEREIN, THE “JURISDICTIONAL LAWS”) WHICH MAY: (A) REQUIRE SUCH PARTIES TO FILE FOR AND/OR OBTAIN A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY (OR SIMILAR LICENSES OR QUALIFICATIONS, HOWEVER DENOMINATED) WITH RESPECT TO OWNERSHIP OR OPERATION OF THEIR RESPECTIVE ASSETS; (B) REQUIRE SUCH PARTIES TO FILE FOR AND/OR OBTAIN A TARIFF (OR OTHERWISE REGULATE THE RATES WHICH SUCH PARTIES MAY CHARGE FOR GATHERING OR OTHER SERVICES) ON THEIR ASSETS; (C) REQUIRE SUCH PARTIES TO PROVIDE GATHERING OR OTHER SERVICES ON A NON-DISCRIMINATORY BASIS OR OPEN ACCESS BASIS; OR (D) OTHERWISE REQUIRE APPROVAL FROM THE FEDERAL ENERGY REGULATORY COMMISSION, WYOMING PUBIC SERVICE COMMISSION OR MONTANA PUBLIC SERVICE COMMISSION IN ORDER TO PROVIDE GATHERING OR OTHER SERVICES.

Compliance with Laws; Permits. The Company (a) Crompton and each of its Subsidiaries are in compliance with and are not in default under all Laws applicable to Crompton or any of its Subsidiaries, any of their respective properties or other assets or any of their respective businesses or operations, except for instances of noncompliance or possible noncompliance that, individually or in violation of any applicable Lawthe aggregate, except where such non-compliance, default or violation would have not have had and would not reasonably be expected to havehave a Crompton Material Adverse Effect. Since December 31, 2003, 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 of its Subsidiaries, any of their respective properties or other assets or any of their respective businesses or operations, except for instances of noncompliance or possible noncompliance that, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company 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 have not had and would not reasonably be expected to havehave a Crompton Material Adverse Effect. Crompton and each of its Subsidiaries hold or have in effect all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, 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, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to havehave 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, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has have not had and would not reasonably be expected to havehave a Crompton Material Adverse Effect. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Crompton Permit, except for such revocations or cancellations that, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Crompton Material Adverse Effect. (b) Crompton and each of its officers and directors are in compliance with, and have complied, in each case in all material respects with (i) the applicable provisions of Sarbanes-Oxley and (ii) the applicable listing and corporate governance rules and regulations of thx Xxx Xxxx Xxxck Exchange. Crompton has previously disclosed to Great Lakes any of the information required to be disclosed by Crompton and certain of its officers to the Board of Directors of Crompton or any committee thereof pursuant to the certification requirements contained in Form 10-K and Form 10-Q under the Exchange Act. (c) Crompton has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Crompton, including its consolidated Subsidiaries, is made known to Crompton's principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in timely alerting Crompton's principal executive officer and its principal financial officer to material information required to be included in Crompton's periodic reports required under the Exchange Act. (d) Crompton has disclosed, based on its most recent evaluation prior to the date hereof, to Crompton's auditors and the audit committee of the Board of Directors of Crompton and to Great Lakes (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that existed as of December 31, 2004 or later which are reasonably likely to adversely affect in any material respect Crompton's ability to record, process, summarize and report financial information for its financial statements and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Crompton's internal controls over financial reporting. (e) To the Knowledge of Crompton, Crompton's auditors and its principal executive officer and its principal financial officer will be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Sections 302, 906 and 404 of Sarbanes-Oxley, without qualification, when next due.

Compliance with Laws; Permits. (i) The businesses of each of the Company and each of its Subsidiaries are in compliance with have not been since December 31, 2007 and are not in default under or being, and to the Knowledge of the Company, the businesses of each of the Company Joint Ventures are not being as of the date hereof, conducted in violation of any applicable LawLaws or Orders of any Governmental Entity, except where such non-complianceand, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since since January 1, 20132010, neither the Company nor any of its Subsidiaries has received any been given written notice from any Governmental Entity regarding any violation of, or failure to comply been charged with, any Lawviolation of any Law or Order of any Governmental Entity, except as would not reasonably be expected to haveexcept, in each case, for any such violations which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of have all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Permits necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on conduct their businesses as presently conducted (conducted, and such Permits are in full force and effect, and no suspension or cancellation of such Permits is pending or, to the “Company Permits”)Knowledge of the Company, threatened in writing, except where the such failure to have any of the Company Permits has not had have, be in full force and effect, or suspension or cancellation would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All . (ii) The Company Permits has designed and implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are valid and in full force and effect and are not subject effective to any administrative or judicial proceeding ensure that could result in modification, termination or revocation thereof, except where the failure material information required to be in full force and effect or any modification, termination or revocation thereof has not had and disclosed by the Company is made known to the individuals responsible for the preparation of the Company’s filings with the SEC. (iii) Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. , the Company has disclosed, based on the most recent evaluation of its Chief Executive Officer and Chief Financial Officer prior to the date hereof, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (iv) The Company isis in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (v) To the Company’s Knowledge, (A) none of the Company, its Subsidiaries or their respective employees and representatives have (1) used any corporate, Company (and/or Subsidiary) funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (2) made any direct or indirect unlawful payment to any foreign or domestic government employee or official from corporate funds; or (3) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, and each of any rules or regulations promulgated thereunder (“FCPA”); (B) the Company and its Subsidiaries ismake and keep books, records, and accounts that accurately and fairly reflect transactions and the distribution of the Company’s and the Subsidiaries’ assets, and to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are taken in accordance with management’s directives and are properly recorded, in compliance each case in accordance with the terms FCPA; and requirements (C) the Company and its Subsidiaries have effective disclosure controls and procedures and an internal accounting controls system that is sufficient to provide reasonable assurances that violations of such Company Permitsthe FCPA will be prevented, except where the failure to be in compliance has not had detected and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectdeterred.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are and have been at all times since January 1, 2018 in compliance with, and to the Knowledge of the Company is not under investigation with respect to and are has not in default under been threatened to be charged with or in violation given notice of any applicable violation of, any Applicable Law, except where such non-compliance, default for failures to comply or violation violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Each of Company and its Subsidiaries has all licenses, permits, franchises, approvals, authorizations, registrations, certifications, accreditations and consents of all Governmental Authorities (collectively, the “Company Permits”) that are necessary or required pursuant to Applicable Law (including Environmental Law) for conduct of its business as conducted by it as of the date of this Agreement, except for failures to have and any Company Permits that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Neither Company nor any of its Subsidiaries has received is violating any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any LawCompany Permits, except as for such violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry Except as set forth on their businesses as presently conducted (the “Company Permits”), except where the failure to have any Section 4.12(b) of the Company Permits Disclosure Schedule, since January 1, 2018, none of Company or any of its Subsidiaries has not had received any notice of any action pending or, to the knowledge of Company, threatened by any Governmental Authority to revoke, withdraw, modify, restrict or suspend any Company Permit, and no event has occurred which, with or without the giving of notice, the passage of time, or both, has resulted in, or would not reasonably be expected to have, individually or in the aggregateresult in, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in revocation, withdrawal, modification, termination restriction or revocation thereofsuspension of any Company Permit, except where the failure to be in full force and effect or for any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and events that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of its the Company Subsidiaries are are, and since January 1, 2015 have been, in compliance with all (and are have not in default under or in violation of any violated any) applicable LawLaws, Standards and Orders, except where such non-compliance, default for any failure to comply or violation would not have and would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to (a) result in material liability to the Company and the Company Subsidiaries, taken as a whole, (b) impose material restrictions or limitations on the business or operations of the Company Material Adverse Effect. or any Company Subsidiary or (c) prevent or materially impair the Company’s ability to consummate the transactions contemplated by this Agreement. (b) Since January 1, 20132015, neither the Company nor any Company Subsidiary, nor to the Knowledge of the Company, any of their respective directors or officers has received any written notice, subpoena, written demand, written inquiry or written information requests from a Governmental Entity alleging or seeking information to determine whether the Company or any Company Subsidiary is or was in non-compliance with or violation of any Law, Standard, Order or Permit. To the Knowledge of the Company, no investigation (whether civil, criminal, administrative or investigative or review by any Governmental Entity) with respect to the Company or any Company Subsidiary is pending or threatened, nor has any Governmental Entity indicated to the Company, any Company Subsidiary or any of their respective directors or officers an intention to conduct the same. (c) The Company and each of the Company Subsidiaries hold and are in compliance with, and since January 1, 2015 have held and have been in compliance with, all Permits necessary for the lawful conduct of their business and the ownership and use of their properties and assets and each of such Permits is valid and in full force and effect, except where the failure to so hold or be in compliance with such Permit, individually or in the aggregate, would not reasonably be expected to (a) result in material liability to the Company and the Company Subsidiaries, taken as a whole, (b) impose material restrictions or limitations on the business or operations of the Company or any Company Subsidiary or (c) prevent or materially impair the Company’s ability to consummate the transactions contemplated by this Agreement. (d) The Company and its Subsidiaries and, to the Knowledge of the Company, their respective directors, officers and employees (in their capacity as such), are, and for a period of five (5) years prior to the date hereof have been, in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws, and applicable Sanctions. None of the Company or its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers or employees, is the subject of Sanctions. No Proceeding or notice of violation by or before any Governmental Entity involving the Company or any of its Subsidiaries with respect to Anti-Corruption Laws, Anti-Money Laundering Laws, and applicable Sanctions has, within the last three years, been or is pending or, to the Knowledge of the Company, threatened. (e) Except as would not be, or would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a whole (i) each of the Company and its Subsidiaries are in compliance, and since January 1, 2015 have at all times been in compliance with all Data Protection Laws applicable to the conduct of the business or operations of the Company and its Subsidiaries, (ii) each of the Company and its Subsidiaries have made all required registrations and notifications in accordance with all applicable Data Protection Laws, (ii) each of the Company and its Subsidiaries have taken commercially reasonable steps, compliant with applicable Data Protection Laws to protect the confidentiality, integrity, and security of any Personal Data it collects, (iii) neither the Company nor any of its Subsidiaries has received any subpoenas, demands, or other written notice notices from any Governmental Entity regarding any violation ofinvestigating, inquiring into, or failure otherwise relating to comply withany actual or potential violation of any Data Protection Law and (iv) since January 1, 2015, there have been no failures, crashes, security breaches, or other adverse events or incidents related to Personal Data affecting the Company or any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and of its Subsidiaries are in possession which have caused the unauthorized disclosure of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders Personal Data held by or on behalf of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to haverequire notification of individuals, individually or in the aggregatelaw enforcement, a Company Material Adverse Effect. All Company 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 any modification, termination Governmental Entity or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectany remedial action under any Data Protection Law.

Compliance with Laws; Permits. The Neither the Company and each of its Subsidiaries are in compliance with and are not in default under or nor any Subsidiary is in violation of any applicable Lawstatute, except where such non-compliancerule, default regulation, order or restriction of any government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties which violation would not have and would not reasonably be expected to havecould, individually or in the aggregate, a materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company Material Adverse Effect. Since January 1or any Subsidiary, 2013, and neither the Company nor any of its Subsidiaries Subsidiary has received any written notice from alleging any Governmental Entity regarding any violation ofsuch violation. No governmental orders, permissions, consents, approvals or failure authorizations are required to comply with, any Lawbe obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement and the issuance of the Shares or the Conversion Shares, except such as would not reasonably may be expected to haverequired by United States federal or state securities laws, as will be filed in a timely manner. The Company and each Subsidiary has all franchises, permits, licenses and any similar authority (collectively, "Approvals") necessary for the conduct of their businesses as now being conducted by them, the lack of which could, individually or in the aggregate, materially and adversely affect the business, properties, prospects or financial condition of the Company or the Subsidiary and the Company believes it or each Subsidiary can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted. All Approvals have been duly obtained and are held by the Company or a Company Material Adverse EffectSubsidiary, and are in full force and effect. The Company and its Subsidiaries are each Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract compliance with all Governmental EntitiesApprovals held by it. There is no claim, and have filed all tariffslitigation or action pending or, reports, notices, and other documents with all Governmental Entities necessary for to the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any knowledge of the Company Permits has not had and would not reasonably be expected to haveCompany, individually or in the aggregatethreatened, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modificationthe revocation, termination cancellation, suspension or revocation thereof, except where modification or nonrenewal of any such Approval; none of the failure to be in full force and effect Company or any modificationSubsidiary has been notified that any such Approval will be modified, termination suspended or revocation thereof has not had cancelled; and would not reasonably be expected to havethere is no reasonable basis for any such revocation, individually cancellation, suspension, modification or in the aggregate, a Company Material Adverse Effectnonrenewal. The Company isexecution, delivery and each performance of its Subsidiaries isthis Agreement, in compliance with the terms Investor Rights Agreement and requirements the JPMICC Letter and the consummation of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.the

Compliance with Laws; Permits. (a) The Company and its Subsidiaries are and have been in compliance with applicable Laws and Orders in all material respects. No investigation, review or Legal Action by any Governmental Authority or Judicial Authority in relation to any actual or alleged violation of applicable Law or Order by the Company or any of its Subsidiaries is pending or, to the Knowledge of the FT Stockholders or the Company, threatened, nor has any FT Stockholder, the Company or any of its Subsidiaries received any written notice from any Governmental Authority or Judicial Authority indicating an intention to conduct the same or alleging any violation of or noncompliance with any applicable Law or Order. Neither the Company nor any of its Subsidiaries is a party to or subject to any Order, consent or Contract that: (i) materially restricts its ability to conduct any of its business; or (ii) would otherwise reasonably be expected to, either individually or in the aggregate, result in a Material Adverse Effect on the Company or any of its Subsidiaries. (b) Except as set forth on Schedule 4.8(b), the Company and each of its Subsidiaries have obtained all Permits reasonably necessary for them to conduct their businesses and to own and operate property used in their businesses and all of such Permits are valid and in compliance with full force and are not effect. No material defaults or violations exist or have been recorded in default under or in violation respect of any applicable Lawof such Permits. No Legal Action is pending or, except where such to the Knowledge of the FT Stockholders or the Company, threatened, concerning the rescission, suspension, modification, revocation, withdrawal, cancellation, termination, limitation or non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectrenewal of any Permit (except any pending renewal applications). Since January 1, 20132015, neither the FT Stockholders, the Company nor any of its Subsidiaries has received had 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 Permit that was used in the aggregateconduct of its business rescinded, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchisessuspended, grantsmodified, authorizationsrevoked, licenseswithdrawn, permitscancelled, easementsterminated, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitieslimited or not renewed, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for neither the FT Stockholders nor the Company and its Subsidiaries has any reason to ownbelieve that any such Permit shall be rescinded, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)suspended, except where the failure to have any of the Company Permits has modified, revoked, withdrawn, cancelled, terminated, limited or not had and would not reasonably be expected to have, individually or renewed in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectfuture.

Compliance with Laws; Permits. (a) The Company and each of its the Subsidiaries are in compliance in all material respects with and are not in default under all Laws applicable to its business, operations or in assets. Neither the Company nor any Subsidiary has received any notice of or been charged with the violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in Laws. To the aggregate, a Company Material Adverse Effect. Since January 1, 2013Knowledge of the Company, neither the Company nor any Subsidiary is under investigation with respect to the violation of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, Laws and there are no facts or failure to comply with, any Law, except as circumstances which would not reasonably be expected to have, individually or in form the aggregate, a Company Material Adverse Effect. basis for any such violation. (b) The Company has provided the Owners with a copy of licenses for each Insurance Company for each jurisdiction in which such Insurance Company is licenses to transact business and Schedule 5.18(b) contains a list of (i) all jurisdictions in which the Insurance Companies are licensed to transact insurance; (ii) (A) all jurisdictions in which the Company or any of its Subsidiaries are in possession licensed as an insurance agent, broker or producer and (B) a copy of each license related thereto; (c) Schedule 5.18(c) contains a list of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders Permits which are required for the operation of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the business of the Company and its the Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted and as presently intended to be conducted (the “Company Permits”), except where other than those the failure of which to possess is immaterial. The Company and the Subsidiaries currently have all Permits which are required for the operation of their respective businesses as presently conducted and as presently intended to be conducted, other than those the failure of which to possess is immaterial. Neither the Company nor any Subsidiary is in default or violation, and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation, in any material respect of any term, condition or provision of any Company Permit, and to the Knowledge of the Company Permits has not had and Company, there are no facts or circumstances which would not reasonably be expected to haveform the basis for any such default or violation. There are no Legal Proceedings pending or, individually to the Knowledge of the Company, threatened, relating to the suspension, revocation or modification of any material Company Permit. Provided that the Insurance Regulatory Approvals are obtained, none of the material Company Permits will be impaired or in any way affected by the aggregate, a Company Material Adverse Effect. All Company 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 consummation of the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Compliance with Laws; Permits. The Company and Except as set forth in the Protection One Reports filed prior to the date hereof, the businesses of each of Protection One and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable LawLaws, except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, are not reasonably likely to have a Company Protection One Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Protection One to consummate the Share Issuance or the other transactions contemplated by this Agreement and the Stock Option Agreement. Since January 1Except as set forth in the Protection One Reports filed prior to the date hereof, 2013no investigation or review by any Governmental Entity with respect to Protection One or any of its Subsidiaries is pending or, to the knowledge of Protection 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 Protection One Material Adverse Effect or prevent or materially burden or materially impair the ability of Protection One to consummate the Share Issuance or the other transactions contemplated by this Agreement and the Stock Option Agreement. 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 the Company Protection One nor any of its Subsidiaries has received any written notice from or communication of any Governmental Entity regarding material noncompliance with any violation ofsuch Laws that has not been cured. Protection One and each of its Subsidiaries has all permits, or failure licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to comply with, any Law, conduct its respective business as presently conducted except as would not reasonably be expected to havethose the absence of which are not, individually or in the aggregate, reasonably likely to have a Company Protection One Material Adverse Effect. The Company and its Subsidiaries are in possession Effect or prevent or materially burden or materially impair the ability of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and Protection One to consummate the Share Issuance or the other documents with all Governmental Entities necessary for transactions contemplated by this Agreement or the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectStock Option Agreement.

Compliance with Laws; Permits. (a) The Company is, and each of its Subsidiaries are has been since formation, in material compliance with all Laws (including anti-boycott Laws, export control and are not in default under or in violation economic sanctions Laws, customs and other import-related Laws, and anti-bribery and other anti-corruption Laws, including the U.S. Foreign Corrupt Practices Act, Title 5 of any applicable the Israeli Penalty Law (Bribery Transactions), the Israeli Prohibition on Money Laundering Law, except where such non-compliance2000, default or violation would not have and would not reasonably be expected the UK Bribery Act and all Environmental Laws) and Orders applicable to have, individually or in the aggregate, a Company Material Adverse EffectCompany. Since January 1, 2013, neither Neither the Company nor nor, to the Knowledge of the Company, any of its Subsidiaries Seller, has received any written notice from any Governmental Entity regarding Authority of any violation ofviolations of any Law or Order applicable to the Company. (b) Schedule 3.8(b) of the Disclosure Schedule sets forth a true, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company correct and its Subsidiaries are in possession complete list of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary material Permits required for the operation of the business of the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any each of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and which is in full force and effect effect. Except as set forth on Schedule 3.8(b) of the Disclosure Schedule, (i) the Company is in material compliance with all Company Permits and are (ii) the Company has not subject received any notice of any cancellation, suspension, revocation, invalidation or non-renewal of any Company Permit, nor, to the Company’s Knowledge, do any administrative or judicial proceeding that could result in reasonable grounds for cancellation, suspension, revocation, invalidation, modification, termination or revocation thereofnon-renewal of any Company Permit exist. All fees and charges with respect to the Company Permits that have become due and payable have been paid in full, except where and all required applications, notices, and required filings (including any pending renewal applications, notices, or filings) with respect to the failure Company Permits have been duly filed or made on a timely basis with the appropriate Governmental Authorities. (c) The Company has not in any material manner violated any Law involving restrictions or limitations on the use, development, export of or encryption of technology, and the business of the Company does not require it to be obtain a license from the Israeli Ministry of Defense or an authorized body thereof pursuant to the Control of Products and Services Declaration (Engagement in full force and effect Encryption), 1974, as amended, or other applicable Law regulating the development, commercialization or export of technology. (d) The Company has not applied for or received any direct benefits pursuant to the CARES Act or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. similar legislation. (e) The Company isdoes not produce, design, test, manufacture, fabricate, or develop any “critical technologies,” as defined in 31 C.F.R. § 801.204, and each of its Subsidiaries ishas never produced, in compliance with the terms and requirements of designed, tested, manufactured, fabricated, or developed any such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect“critical technology.

Compliance with Laws; Permits. The Company and businesses of each of its Subsidiaries are in compliance with the Contributed Systems Entities and the Contributed Entities have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, 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 where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, are not reasonably likely to have a Company Contributed Systems Material Adverse Effect. Since January 1, 2013, neither Effect or prevent or materially burden or materially impair the ability of the Company nor any of its Subsidiaries has received any written notice from to consummate the Contribution and the other transactions contemplated by this Agreement. No investigation or review by any Governmental Entity regarding with respect to any violation ofof the Contributed Entities or the Contributed Systems is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct such investigation or failure to comply with, review except any Law, except as would not reasonably be expected to haveinvestigations or reviews that are not, individually or in the aggregate, reasonably likely to have a Company Contributed Systems Material Adverse Effect. The Company and its Subsidiaries are in possession Effect or prevent or materially burden or materially impair the ability of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company to consummate the Contribution and its Subsidiaries to ownthe other transactions contemplated by this Agreement. To the knowledge of the Company, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have no material change is required in any of the Company Permits Contributed Systems' processes, properties or procedures in connection with any such Laws, and 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 had and would not reasonably be expected to havebeen cured as of the date hereof except for such noncompliance that is not, individually or in the aggregate, reasonably likely to have a Company Contributed Systems Material Adverse EffectEffect 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. All Company Permits are valid Each of the Contributed Entities and in full force the Contributed Systems has all permits, licenses, franchises, variances, exemptions, orders and effect other governmental authorizations, consents and are not subject approvals necessary to any administrative or judicial proceeding that could result in modification, termination or revocation thereofconduct the businesses of its respective Contributed Systems as presently conducted, except where those the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to haveabsence of which are not, individually or in the aggregate, reasonably likely to have a Company Contributed Systems Material Adverse Effect. The Effect or prevent or materially burden or materially impair the ability of the Company is, to consummate the Contribution and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. (a) The Company has complied, and each of is now complying, with all Laws applicable to it or its Subsidiaries are business, properties or assets. No investigation, review or Proceeding by any Governmental Authority in compliance with and are not in default under relation to any actual or in alleged material violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither Law by the Company is pending or, to the Company’s Knowledge, threatened, nor any of its Subsidiaries has the Company received any written notice from any Governmental Entity regarding Authority indicating an intention to conduct the same. The Company is not a party to any violation of, consent or failure to comply with, any Law, except as similar Contract with a Governmental Authority that would not reasonably be expected to haveto, either individually or in the aggregate, result in a Company Material Adverse Effect. The Company and its Subsidiaries are in possession has not received any written notice of, or been charged with, the violation of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary material Law. (b) All Permits required for the Company to conduct its business as currently being conducted and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently planned to be conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had been obtained by it and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect effect. All fees and are not subject charges with respect to any administrative such Permits as of the date hereof have been paid in full. Section 3.15(b) of the Disclosure Schedules lists all current Permits issued to the Company, including the names of the Permits and their respective dates of issuance and expiration. No event has occurred that, with or judicial proceeding that could without notice or lapse of time or both, would reasonably be expected to result in modificationthe revocation, termination suspension, lapse or revocation thereoflimitation of any Permit set forth in Section 3.15(b) of the Disclosure Schedules. (c) Section 3.15(c) of the Disclosure Schedule identifies each Governmental Authorization held by the Company, except where and the failure Company has delivered to be Parent accurate and complete copies of all such Governmental Authorizations. The Governmental Authorizations held by the Company are valid and in full force and effect or any modificationeffect, termination or revocation thereof has not had and would not reasonably be expected collectively constitute all Governmental Authorizations necessary to have, individually or enable the Company to conduct its business in the aggregate, a Company Material Adverse Effectmanner in which its business is currently being conducted and as presently planned to be conducted. The Company is, and each of its Subsidiaries is, is in compliance with the terms and requirements of such the Governmental Authorizations held by it. The Company Permits, except where the has not received any notice or other communication from any Governmental Authority regarding (i) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization, or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. Section 3.15(c) of the Disclosure Schedule also identifies with an asterisk each Governmental Authorization set forth therein which by its terms cannot be transferred to the Surviving Corporation at the Effective Time. (d) Except as set forth in compliance Section 3.15(d) of the Disclosure Schedule, the Company has not had applied, and would is not certified, for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid Programs”) and the TRICARE Program (the Medicare and Medicaid Programs, the TRICARE Program, and such other similar federal, state or local reimbursement or governmental programs (including “Federal health care programs” as defined in 42 U.S.C. § 1320a-7b(f)), are referred to collectively as the “Governmental Programs”), nor does the Company bxxx or receive payments from private, non-governmental programs (including any private insurance program) (such private, non-governmental programs are referred to collectively as “Private Programs”). There are no pending or threatened investigations, audits or other actions, relating to the Company’s participation in any Governmental Program or Private Program, nor have there been any within the last three (3) years. (e) No Governmental Program or Private Program (collectively, “Payment Program”) has imposed a fine, penalty or other sanction on the Company. The Company has not been excluded from participation in any Payment Program. (f) All of the Company’s tests, assays and other activities offered for patient testing comply with all regulations and/or standards prescribed and/or endorsed by the College of American Pathologists. (g) None of the Company nor any director, officer, employee, or, to the Company’s Knowledge, agent of the Company: (i) has been convicted of or has been charged by any Governmental Authority or by any third party on behalf of any Governmental Authority with any violation of any Law related to any Governmental Program; (ii) has been convicted of, or has been charged by any Governmental Authority with any violation of any Law related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or controlled substances; or (iii) is or has been excluded, suspended or debarred from participation, or is otherwise ineligible to participate, in any Governmental Program or has committed any violation of any Law that could reasonably be expected to haveserve as the basis for any such exclusion, individually suspension, debarment or in the aggregate, a Company Material Adverse Effectother ineligibility.

Compliance with Laws; Permits. The Company and Except 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 are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable LawLaws, except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, do not or would not be reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent or materially impair the ability of Parent or Merger Subsidiary to consummate the transactions contemplated by this Agreement. Since January 1Except as set forth in the Parent Reports filed prior to the date hereof or on SECTION 5.9 of the Parent Disclosure Schedule, 2013, neither the Company nor no investigation or review by any governmental entity with respect to Parent or any of its Subsidiaries is pending or, to the knowledge of the Responsible Executive Officers of Parent, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure governmental entity overtly indicated to comply with, any Lawthe Company an intention to conduct the same, except as for those the outcome would not reasonably be expected to havenot, individually or in the aggregate, have a Company Parent Material Adverse EffectEffect or prevent or materially impair the ability of Parent or Merger Subsidiary to consummate the transactions contemplated by this Agreement. The Company Parent and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permitstrademarks, easementspatents, trade names, copyrights, service marks, franchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (except those the “Company Permits”)absence of which do not, except where the failure to have any of the Company Permits has not had and or would not be reasonably be expected to havelikely to, individually or in the aggregate, have a Company Parent Material Adverse Effect. All Company Permits are valid Effect or prevent or materially impair the ability of Parent or Merger Subsidiary to consummate the Merger 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. (a) The Company and each of its the Company Subsidiaries are are, and since January 1, 2014 have been, in compliance with all (and are have not in default under or in violation of any violated any) applicable LawLaws and Orders, except where such non-compliance, default for any failure to comply or violation would not have and would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to (a) result in material liability to the Company and the Company Subsidiaries, taken as a whole, (b) impose material restrictions or limitations on the business or operations of the Company Material Adverse Effect. or any Company Subsidiary or (c) prevent, materially delay or materially impair the Company’s ability to consummate the transactions contemplated by this Agreement. (b) Since January 1, 20132014 through the date of this Agreement, neither the Company nor any of its Subsidiaries Company Subsidiary has received any written notice notice, subpoena, written demand, or written inquiry from a Governmental Entity alleging non-compliance with or violation of any Law, Order or Permit. To the Knowledge of the Company, (i) no investigation (whether civil, criminal, administrative, investigative, formal or informal) by any Governmental Entity regarding with respect to the Company or any violation ofCompany Subsidiary is pending or threatened, or nor (ii) has any Governmental Entity notified the Company in writing of an intention to conduct the same. (c) The Company and each of the Company Subsidiaries hold and are in compliance with, and since January 1, 2014 have held and have been in compliance with, all Permits necessary for the lawful conduct of their business and the ownership and use of their properties and assets and each of such Permits is valid and in full force and effect, except where the failure to comply with, any Law, except as would not reasonably so hold or be expected to havein compliance with such Permit, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could (a) result in modificationmaterial liability to the Company and the Company Subsidiaries, termination taken as a whole, (b) impose material restrictions or revocation thereof, except where limitations on the failure to be in full force and effect business or operations of the Company or any modificationCompany Subsidiary or (c) prevent, termination materially delay or revocation thereof has not had and would not reasonably be expected materially impair the Company’s ability to have, individually or in consummate the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Compliance with Laws; Permits. (a) Since January 1, 2010, the businesses of each of the Company and its Subsidiaries (including the ownership and maintenance of all its assets, including the Owned Real Property) have not been conducted in violation of any federal, state, local, municipal, multinational or foreign law, statute, constitution or ordinance, common law, or any rule, regulation, directive, treaty, policy, standard, Judgment or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. No investigation, audit or review by any Governmental Entity with respect to the Company or any of its Subsidiaries or any of their assets is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity notified the Company of its intention to conduct the same, except for such investigations or reviews the outcome of which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. As of the date of this Agreement, no change is required in the Company’s or in any of its Subsidiaries’ processes, properties, assets or procedures in connection with any applicable Laws, except such changes that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect, and, since January 1, 2010, the Company has not received any notice or communication of any material noncompliance with any applicable Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except for such failures that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. The Company and each of its Subsidiaries are is in compliance with and are not in default under or in violation the terms of any applicable Lawthe Company Permits, except where such non-compliance, default for failures to comply or violation would not have and would not reasonably be expected to haveviolations that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect. Since January 1, 20132010, the Company has not received any written notice or, to the knowledge of the Company, other communication of any material noncompliance with any material Permit that has not been cured as of the date of this Agreement. (b) Neither the Company nor any director, officer other employee or agent of the Company has violated any provision of the Foreign Corrupt Practice Act of 1977, as amended, or any similar foreign Law. (c) Since January 1, 2010, neither the Company nor any of its Subsidiaries has received made any written notice from disclosure (voluntary or otherwise) to any Governmental Entity regarding with respect to any alleged irregularity, misstatement or omission or other potential violation ofor liability arising under or relating to the Foreign Corrupt Practice Act of 1977, as amended, or failure to comply with, any similar Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company and Except as set forth in the CSC Reports filed prior to the date hereof, the businesses of each of CSC and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable LawLaws, except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, are not reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Since January 1Except as set forth in the CSC Reports filed prior to the date hereof, 2013, neither the Company nor no investigation or review by any Governmental Entity with respect to CSC or any of its Subsidiaries is pending or, to the knowledge of CSC, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, except as would not reasonably be expected to havefor those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the transactions contemplated by this Agreement. The Company and To the knowledge of CSC, no material change is required in CSC's or any of its Subsidiaries are Subsidiaries' processes, properties or procedures in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiesconnection with any such Laws, and all rights under CSC has not received any Company Specified Contract notice or communication of any noncompliance with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses any such Laws that has not been cured as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to havedate hereof except for noncompliance that is not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the transactions contemplated by this Agreement. All Company Permits CSC and its Subsidiaries each has all 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 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 any modification, termination or revocation thereof has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect. The Company isEffect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the Transactions and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. The Company and Except as set forth in the Axalto Reports filed prior to the date hereof, the businesses of each of Axalto and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Law, except where such non-compliance, default for violations or violation possible violations that would not have and would not reasonably be expected to havenot, individually or in the aggregate, a Company have an Axalto Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of Axalto to consummate the transactions contemplated by this Combination Agreement to which it will be a party. Since January 1Except as set forth in the Axalto Reports filed prior to the date hereof, 2013, neither the Company nor no investigation or review by any Governmental Entity with respect to Axalto or any of its Subsidiaries is pending or, to the Knowledge of the Axalto Executive Officers, threatened in a formal writing, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated to comply with, any LawAxalto an intention to conduct the same, except as for those the outcome of which would not reasonably be expected to havenot, individually or in the aggregate, a Company have an Axalto Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of Axalto to consummate the transactions contemplated by this Combination Agreement to which it will be a party. The Company and To the knowledge of the Axalto Executive Officers, no material change is required in Axalto's or any of its Subsidiaries are Subsidiaries' processes, properties or procedures in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under connection with any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)such Laws, except where the failure to have any of the Company Permits has not had and would not reasonably be expected to havethose that, individually or in the aggregate, a Company would not have an Axalto Material Adverse Effect. All Company 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 thereofand, except where as of the failure to be in full force and effect or any modificationdate hereof, termination or revocation thereof Axalto has not had 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 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 would not reasonably be expected to havenot, individually or in the aggregate, a Company have an Axalto Material Adverse Effect. The Company is, and each Effect or prevent or materially delay or materially impair the ability of its Subsidiaries is, in compliance with Axalto to consummate the terms and requirements of such Company Permits, except where the failure transactions contemplated by this Combination Agreement to which it will be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectparty.