Common use of Compliance with Laws; Permits Clause in Contracts

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company Parent Companies are in, and each of the Company’s at all times since January 1, 2015, have complied been in, compliance with and not defaulted under all Laws applicable to them or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at by which any of their respective propertiesassets or properties are bound, except where for such non-complianceviolations or noncompliance, default individually or violationin the aggregate, that have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Parent Material Adverse Effect, since January 1, 2015, none of the Parent Companies has received any written communication from a Governmental Entity that alleges that any Parent Company is not in compliance with any Law in any material respect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company PermitExcept as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Parent Material Adverse Effect, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and, at all times since January 1, 2015, have been in, compliance in all material respects with the Fraud and Bribery Laws, and none of the Parent Companies nor any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Parent Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country; (iii) made any payment to any policyholder, Parent Agent or supplier, or to any officer, director, partner, employee or agent of any such policyholder, Parent Agent or supplier, for the unlawful sharing of fees to any such policyholder, Parent Agent 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 policyholder, Parent Agent or supplier or any such officer, director, partner, employee or agent; or (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 other country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts. (c) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and, at all times since January 1, 2015, have been in, compliance in all material respects with applicable United States and foreign export control laws and regulations, including the United States Export Administration Act and implementing Export Administration Regulations, the Arms Export Control Act and implementing International Traffic in Arms Regulations and the various economic sanctions laws administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Without limiting the foregoing, there are no pending or, to the knowledge of Parent, threatened claims or investigations by any Governmental Entity of potential violations against any of the Parent Companies with respect to export activity or export licenses that, individually or in the aggregate, have had, or would reasonably be expected to have, a Parent Material Adverse Effect. (d) Parent Companies have in effect all Permits necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. All Company Permits of the Parent Companies are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Parent Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated including with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, respect to any government officialCompany Plan, employee are and since January 1, 2018 have been, in compliance with all state or agentfederal laws, political party or any official of such partycommon law, or political candidatestatutes, or (B) any unlawful bribeordinances, rebatecodes, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or other similar requirement enacted, adopted, promulgated, or applied by any similar anti-corruption or anti-bribery Laws Governmental Authority (“Laws”), Judgments, in each case, that are applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)Subsidiaries, except where the failure to have any such Company Permitas would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 and authorizations from Governmental Authorities (“Permits”) necessary for the terms lawful conduct of their respective businesses, except where the Company Permits, other than failures failure to be in compliance thathold the same would not, individually or in the aggregate, have not had, and would not reasonably be expected to result in, have a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. (b) The Company, each of its Subsidiaries, and to the Company’s Knowledge, each of their respective officers, directors, employees and, agents acting on their behalf is, and for the last five (5) years has been, in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder; (ii) the UK Xxxxxxx Xxx 0000; (iii) anti-bribery legislation promulgated by the European Union and implemented by its member states; (iv) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; and (v) any other Laws applicable to the Company and its Subsidiaries that address the prevention of corruption, bribery or terrorism (collectively, the “Anti-Corruption Laws”). None of the Company, any of its Subsidiaries or any director, officer, or, to the Company’s Knowledge, any agent, employee, or other person associated with or acting on behalf of the Company or its Subsidiaries within the last five (5) years has offered, promised, provided, or authorized the provision of any money or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer, nor has violated or is in violation of any provision of any Anti-Corruption Laws. (c) The Company, each of its Subsidiaries, and to the Company’s Knowledge, each of their respective officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five (5) years has been, in material compliance with Anti-Money Laundering Laws and Export Control Laws. (d) The Company, each of its Subsidiaries, and to the Company’s Knowledge, each of their officers, directors, employees and agents acting on their behalf is, and, for the last five (5) years has been, in compliance with all Laws or other financial restrictions administered by (i) the United States (including without limitation regulations administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”) and the U.S. Department of State), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) Her Majesty’s Treasury or (v) other similar governmental bodies with regulatory authority over the Company, its Subsidiaries and their respective operations from time to time (collectively, “Sanctions”). None of the Company, any of its Subsidiaries, or any director, officer, or to the Company’s Knowledge, agent, or employee of the Company or any of its Subsidiaries is currently the subject or the target of any Sanctions, nor is the Company or any of its Subsidiaries (x) located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea, or (y) majority-owned or controlled by a Person that is the subject of Sanctions. (e) To the Company’s Knowledge, the Company and its Subsidiaries have not engaged in, nor are now engaged in, any dealings or transactions with or for the benefit of any person (i) located, organized, or ordinarily resident in Cuba, Iran, North Korea, Sudan, Syria, or Crimea, or (ii) with any person that is the subject of Sanctions (including, without limitation, persons listed on OFAC’s Specially Designated Nationals and Blocked Persons List or the Entity List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security), in each case directly or indirectly, including through agents or other persons acting on its behalf. (f) Neither the Company nor any of its Subsidiaries is party to any actual or threatened legal proceedings or outstanding enforcement action relating to any breach or suspected breach of Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or Export Control Laws. (g) The Company and its Subsidiaries will not use the proceeds from the Transactions (i) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) directly or indirectly to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions. (h) The Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with all applicable Anti-Corruption Laws, Sanctions, Anti-Money Laundering Laws, and Export Control Laws. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to Anti-Corruption Laws or Sanctions is pending or, to the Knowledge of the Company, threatened.

Compliance with Laws; Permits. (a) The Since January 1, 2010, the Company and each of the Company’s its Subsidiaries have complied been and currently are in compliance with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. all laws (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (iincluding common law), madestatutes, promisedordinances, offeredcodes, or authorized rules and regulations of Governmental Authorities (Acollectively, “Laws”) any unlawful payment or the unlawful transfer and all decrees, judgments, injunctions and orders of anything of valueGovernmental Authorities, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws in each case applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)Subsidiaries, except where the failure to have any for such Company Permitnon-compliance as would not, individually or in the aggregate, has not had, and would not have or reasonably be expected to have, a Company Material Adverse Effect. All Since January 1, 2010, the Company and each of its Subsidiaries have held and currently hold all licenses, franchises, permits, certificates, approvals, grants, exceptions, consents, orders, easements, variances and authorizations from Governmental Authorities necessary for the conduct of their respective businesses as they are now being conducted (collectively, “Permits”) and such Permits are valid and in full force and effect, except where the failure to be in full force and effecteach case as would not, individually or in the aggregate, has not hadhave or reasonably be expected to have, a Company Material Adverse Effect,. No revocation or cancellation of any Permit is pending, and since January 1, 2010, neither the Company nor any of its Subsidiaries has received any written, or to the Knowledge of the Company oral, notice from any Governmental Authority threatening to revoke or cancel any Permit or threatening any adverse action with respect to any Permit, except in each case where such revocation would not not, individually or in the aggregate, have or reasonably be expected to have, a Company Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with the terms of the Company all Permits, other than failures to be in compliance thatexcept where such noncompliance would not, individually or in the aggregate, have not had, and would not or reasonably be expected to result inhave, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The From September 30, 2017 (the “Company Reference Date”) through the Agreement Date, the Company and each of its Subsidiaries has been in compliance in all material respects with Applicable Law. From the Company Reference Date through the Agreement Date, neither the Company nor any of its material Subsidiaries has received written notice from a Governmental Authority alleging that the Company or such Subsidiary was not in compliance in any material respect with Applicable Law in respect of the Company or such Subsidiary. To the Knowledge of the Company’s , the Company and its Subsidiaries currently have complied all material permits, licenses, variances, registrations, exemptions, Orders, consents and approvals from or with any Governmental Authority necessary for the lawful operating of the businesses of the Company and not defaulted under or violated any applicable Laws and none each of them has violated, or been threatened to be charged or given notice of any violation of any Law, at its Subsidiaries (the “Company Permits”). Neither the Company nor any of their respective propertiesits Subsidiaries is in material default or violation (and no event has occurred that, except where such non-compliancewith notice or the lapse of time or both, would constitute a material default or violation) of any term, individually condition or provision of any material Company Permit. Each of the Company and each of its Subsidiaries is, and has at all times since the Company Reference Date been, in compliance in all material respects with the terms of all Company Permits, and no event has occurred that, to the Knowledge of the Company, would reasonably be expected to result in the aggregaterevocation, has not hadcancellation, and non-renewal or adverse modification of any Company Permit except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the Company, No investigation or review by any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated Governmental Authority with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable respect to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or has been closed in the aggregate, has not had, and past three years that would not reasonably be expected to have, have a Company Material Adverse Effect. All Effect on the Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 any of its Subsidiaries are in compliance with the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse EffectSubsidiaries.

Compliance with Laws; Permits. (a) The Company and each of the Company’s its Subsidiaries are, and since January 1, 2019 have complied been, in compliance with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective propertiesall Applicable Laws, except where the failure to be in compliance with such non-compliance, default or violationApplicable Laws would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2019, neither the Company nor any of the Company’s Subsidiaries has not hadreceived any written notice from any Governmental Authority regarding any actual or possible violation of, and or failure to comply with, any Applicable Law, which has had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s its Subsidiaries are in possession of hold all franchisespermits, grantslicenses, variances, exemptions, authorizations, licensesorders and approvals of all Governmental Authorities (collectively, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity “Permits”) necessary for operation of the businesses of the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)its Subsidiaries, except where the failure to have absence of any such Company Permit, individually or in the aggregate, has not had, and Permit would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits As of the date of this Agreement, there are no actions or proceedings pending or, to the Company’s knowledge, threatened which would reasonably be expected to result in full force and effectthe revocation or termination of any such Permit, except where the failure to be in full force and effect, individually for any such revocation or in the aggregate, has not had, and termination that would not reasonably be expected to have, a Company Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and the Company Subsidiaries are, and since January 1, 2008 have been, in compliance with all Laws applicable to them, any of their properties or other assets or any of their businesses or operations, except where any such failure to be in compliance has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. To the Knowledge of the Company, no investigation or review by any Governmental Authority with respect to the Company or any of the Company Subsidiaries is pending or threatened that, in each case, is or would reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. (b) The Company and each of the Company’s have complied with Company Subsidiaries hold all licenses, franchises, permits, certificates, consents, orders, approvals and not defaulted under or violated any applicable Laws and none of them has violatedauthorizations from Governmental Authorities, or been threatened required by Governmental Authorities to be charged obtained, in each case, that are necessary for the Company and the Company Subsidiaries to own, lease or given notice operate their properties and assets and to carry on their businesses as currently conducted (collectively, “Permits”) and each of any violation of any Law, at any of their respective propertiesthe Permits is in full force and effect, except where for such non-compliance, default Permits that the failure to hold or violation, individually or be in the aggregate, full force and effect has not had, had and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2008, neither the Company nor any of the Company Subsidiaries has received written notice to the effect that a Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit, except as has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Each of the Company Permits are and the Company Subsidiaries is, and since January 1, 2008 has been, in full force and effectcompliance with the terms of its Permits, except where the failure to be in full force and effect, individually or in the aggregate, noncompliance with such Permit has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has received any written communication since January 1, 2008 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 the Company Subsidiaries that alleges that the Company or any of the Company Subsidiaries is not in compliance in all material respects with, or is subject to any material liability under, any Permit, except as has not had and 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 in compliance with the terms consummation of the Company PermitsTransactions, other than failures in and of itself, will not cause the revocation or cancellation of any Permit, except for such revocation or cancellation that has not had and would not reasonably be expected to be in compliance thathave, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) 3.8.1 The Company and each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not hadits Subsidiaries are, and would not reasonably be expected to havesince the Applicable Date have been, a Company Material Adverse Effect. (b) Neither the Companyin compliance with all laws, any of its Subsidiariesstatutes, nor any of their respective directorsordinances, officerscodes, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder (“Laws”) or any similar anti-corruption or anti-bribery Laws Judgments, applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)Subsidiaries, except where the failure to have any such Company Permitas would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 and authorizations from Governmental Authorities (collectively, “Permits”) necessary (i) for the terms lawful conduct of their respective businesses and (ii) to own, lease and operate their respective assets and properties as being conducted as of the Company Permitsdate of this Agreement, other than failures except, in each case, where the failure to be in compliance thathold the same would not, individually or in the aggregate, have not had, and would not reasonably be expected to result in, have a Company Material Adverse Effect. No Company Permit shall cease to be effective Except as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness thatwould not, individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse Effect, (i) all Permits are in full force and effect, (ii) no default (without notice or lapse of time or both) has occurred under any such Permit and (iii) neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority threatening to suspend, revoke, withdraw or modify in an adverse manner any such Permit. 3.8.2 The Company, each of its Subsidiaries and each of its and their directors, officers and employees acting in such capacity and, to the Knowledge of the Company, each of its and their other representatives and agents acting on its or their behalf, is, and since the Applicable Date has been, in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder and (ii) any other applicable Law that prohibits corruption or bribery. 3.8.3 The Company, each of its Subsidiaries and each of its and their directors, officers and employees acting in such capacity and, to the Knowledge of the Company, each of its and their other representatives and agents acting on its or their behalf, is, or is owned or controlled by a person that is, (i) currently the subject or the target of any sanctions administered or enforced by the United States government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, and including, without limitation, the designation by OFAC as a “Specially Designated National” or “Blocked Person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other applicable sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine (each, a “Sanctioned Country”). To the Knowledge of the Company, since the Applicable Date, the Company and its Subsidiaries have not engaged in, and are not now engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary Except for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance matters that, individually or in the aggregate, have not had, had and would not reasonably be expected to result in, have a Company Material Adverse Effect. No , the Company Permit shall cease to be effective as a result and each of the consummation Company Subsidiaries are and since January 1, 2016, have been, in compliance with all applicable Laws. Since January 1, 2016 neither the Company nor any of the transactions contemplated by this AgreementCompany Subsidiaries has received any written notice or, to the Company’s Knowledge, other than cessations of effectiveness communication from any Governmental Authority or any other Person regarding any actual or possible noncompliance with any Law, except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to result have a Material Adverse Effect or prevent, materially impair or materially delay the Company from consummating the Merger. (b) To the Knowledge of the Company, since January 1, 2016, neither the Company or any of the Company Subsidiaries nor any of its or their respective directors, managers, officers, employees, consultants, agents or other Representatives, has (with respect to directors, managers, officers, employees, consultants, agents or other Representatives, when acting for or on behalf of the Company or any of the Company Subsidiaries) violated or is in violation of the Foreign Corrupt Practices Act of 1977 or any other applicable Law of similar effect. Except as permitted by applicable Law, neither the Company nor any of the Company Subsidiaries has, at any time since January 1, 2016, engaged in the sale, purchase, import, export, re-export or transfer of products or services, either directly or, to the Knowledge of the Company, indirectly, to or from Cuba, Iran, North Korea, Sudan or Syria. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, all exports, re-exports, sales or transfers of products or services by the Company and the Company Subsidiaries have been effected in accordance with all applicable anti-corruption, export control, economic sanctions, and anti-boycott Laws of the United States or any other relevant jurisdiction. (c) Each of the Company and the Company Subsidiaries hold all material Permits necessary for the lawful conduct of their respective businesses or ownership of their respective assets and properties, except where failure to hold such Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and the Company Subsidiaries is in compliance with the terms of all such Permits, except where non-compliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Since January 1, 2016, neither the Company nor any of the Company Subsidiaries has received any written notice or, to the Company’s Knowledge, other communication from any Governmental Authority or any other Person regarding any actual or threatened revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of the Company’s Company Subsidiary are and have complied been since December 31, 2013 in compliance with and are not defaulted in default under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any in violation of any LawLaws (including Environmental Laws, at Tax, employee benefits and labor Laws) applicable to the Company, such Subsidiaries or any of their respective propertiesproperties or assets, except where such non-compliance, default or violation, individually or in the aggregate, violation has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Company Subsidiaries are and since December 31, 2013 have been in possession of all franchises, grants, authorizations, business licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, registrations, clearances and orders of any Governmental Entity or pursuant to any applicable Law necessary for the Company and the Company’s Company Subsidiaries to own, lease and operate their properties and assets assets, rights or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such of the Company Permit, individually or in the aggregate, Permits has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Except as 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 in full force and effect, except where no default (with or without notice, lapse of time or both) has occurred under any such Company Permit and none of the failure Company or any Company Subsidiary has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any such Company Permit. (c) Except as has not been and would not reasonably be in full force and effectexpected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, since January 1, 2011, neither the Company nor its Subsidiaries, in connection with the business of the Company or any Company Subsidiary, or, to the knowledge of the Company, any other third party, in each case, acting on behalf of the Company or any Company Subsidiary, have taken any action in violation of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other applicable domestic or foreign anti-bribery or anti-corruption laws (collectively, “Bribery Legislation”). (d) Except as has not had, been and would not reasonably be expected to have, a Company Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, other than failures to be in compliance thatbe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, since January 1, 2011, neither the Company nor its Subsidiaries have been subject to any actual, pending, or, to the Company’s knowledge, threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving the Company or any Company Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA. (e) Except as has not had, been and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness thatbe, individually or in the aggregate, would not reasonably be expected material to result the Company and its Subsidiaries, taken as a whole, since January 1, 2011, the Company and Company Subsidiaries have at all times conducted their export and related transactions in a all respects in accordance with United States economic sanctions Laws administered by the Office of Foreign Assets Control and all other applicable import and export control Laws in any countries in which the Company Material Adverse Effectand Company Subsidiaries conduct business.

Compliance with Laws; Permits. (a) The Company is, and each of the Company’s have complied at all times since January 1, 2008 has been, in compliance with and not defaulted under or violated any all applicable Laws and none Governmental Orders applicable to it or its assets, properties or businesses, including (1) the Real Estate Settlement Procedures Act, Truth in Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, state licensing requirements and all other applicable Laws relating to the sale, distribution, sourcing, origination or referral of them has violatedloans, or been threatened and compensation for such services, (2) all applicable Laws relating to be charged or given notice the sale and marketing of securities, including variable annuity and life Insurance Contracts, and the administration of related investor accounts, (3) all applicable Laws relating to the sale, marketing, issuance, administration and underwriting of Insurance Contracts issued by it and (4) any violation of other Laws regulating the Company Business, except, in each case, for any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse EffectEffect with respect to the Company. As of the date of this Agreement, there are no Governmental Orders in effect against the Company, Seller or any of their respective Affiliates relating to the transactions contemplated by this Agreement or the other Transaction Agreements. Since January 1, 2008, the Company has filed all material reports, statements, documents, registrations, filings or submissions required to be filed with any Governmental Authority, and all such material reports, statements, documents, registrations, filings and submissions were in compliance with all applicable Laws when filed or as amended or supplemented (except, in each case, for any non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect with respect to the Company), and no material deficiencies that remain unsatisfied have been asserted in writing by any Governmental Authority with respect to such material reports, statements, documents, registrations, filings or submissions. The Company (1) has not received, at any time since January 1, 2008, any notice or communication from any Governmental Authority regarding any actual, alleged or potential material violation of, or material failure on the part of the Company to comply with, any applicable Laws, Governmental Authorizations or Governmental Orders applicable to it or its assets, properties or business (including any Laws regulating the insurance business) and (2) is not a party to, or bound by, any Governmental Order that is material to the Company Business. The Company is in compliance with all applicable Laws relating to, and its policies applicable to, its collection, use of and disclosure of personal or private information of customers or consumers, including the Xxxxx-Xxxxx-Xxxxxx Act, the Health Insurance Portability and Accountability Act and state privacy Laws, except, in each case, for any non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect with respect to the Company. (b) Except as would not reasonably be expected to impair the conduct of the Company Business in any material respect, (1) the Company holds all material governmental qualifications, registrations, filings, licenses, permits, approvals or authorizations necessary to conduct the Company Business and to own or use its assets and properties, as such Company Business, assets and properties are conducted, owned and used on the date of this Agreement (collectively, the “Permits”), and (2) all such Permits are valid and in full force and effect. The Company is not the subject of any pending or, to the Knowledge of Seller, threatened Action seeking, or that would reasonably be expected to lead to, the revocation, cancellation, suspension, limitation, amendment, termination, modification, restriction, impairment or non-renewal of any Permit. (c) Except for limitations imposed by applicable Law that are applicable to insurance companies generally, as of the date of this Agreement there is no Governmental Order between the Company and any Governmental Authority that would be binding on the Company following the Closing that (1) prohibits or restricts the payment of shareholder dividends or other shareholder distributions by the Company, (2) restricts the authority of the Company to conduct the Company Business or would reasonably be expected to adversely impact the operations of the Company Business, (3) requires the maintenance of any employees or physical location or (4) requires the maintenance of the Company’s surplus. (d) The Company is not a party to any contract with or other undertaking to, or subject to any order by, or the recipient of any supervisory letter or other written communication of any kind from, any Governmental Authority which relates to its reserve adequacy or its claims, marketing, sales, trade or underwriting practices or policies in respect of its business, nor to the Knowledge of Seller, has the Company been notified by any Governmental Authority that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, contract, undertaking, letter or other written communication. (e) No representation or warranty is made in this Section 3.12 with respect to the matters covered in Section 3.10 (Taxes), Section 3.11 (Employee Benefits), Section 3.14 (Intellectual Property), Section 3.16 (Insurance Matters), Section 3.18 (Environmental Matters) and Section 3.22 (Investment Company).

Compliance with Laws; Permits. (a) The Company Parent Companies are in, and each of the Company’s at all times since January 1, 2017, have complied been in, compliance with and not defaulted under all Laws applicable to them or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at by which any of their respective propertiesassets or properties are bound, except where for such non-compliance, default violations or violationnoncompliance, individually or in the aggregate, has that have not had, and would not reasonably be expected to have, have a Company Parent Material Adverse Effect. (b) Neither the Company. Since January 1, any of its Subsidiaries2017, nor any of their respective directors, officers, employees nor, to the Knowledge none of the Company, consultants, joint venture partners, agents, representatives or Parent Companies has received any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any written communication from a Governmental Entity necessary for the that alleges that any Parent Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)is not in compliance with any material Law, except where the failure to have any for such Company Permitnoncompliance, individually or in the aggregate, that has not had, had and would not reasonably be expected to have, a Company Parent Material Adverse Effect. (b) Except as, individually or in the aggregate, would not reasonably be expected to result in a material liability to the Parent Companies, taken as a whole, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2017, have been in, compliance in all material respects with the Fraud and Bribery Laws, and none of the Parent Companies nor, to the knowledge of Parent, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Parent Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (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) 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. (c) Except as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2017, have been in, compliance with applicable United States and foreign export control laws and regulations, including the United States Export Administration Act and implementing Export Administration Regulations; the Arms Export Control Act and implementing International Traffic in Arms Regulations; and the various economic sanctions laws administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Without limiting the foregoing, there are no pending or, to the knowledge of the Company, threatened claims or investigations by any Governmental Entity of potential violations against any of the Parent Companies with respect to export activity or export licenses that, individually or in the aggregate, would have or would reasonably be expected to have a Parent Material Adverse Effect. (d) The Parent Companies have in effect all material Permits necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, would not reasonably be expected to have, a Parent Material Adverse Effect. All Company material Permits of the Parent Companies are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Parent Material Adverse Effect. The Company and each To the knowledge of its Subsidiaries are in compliance with the terms of the Company PermitsParent, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness thatexcept as, individually or in the aggregate, would not reasonably be expected to result be material and adverse to the Parent Companies, taken as a whole, each employee of any of the Parent Companies has in a Company Material Adverse Effecteffect all material Permits necessary for such employee to carry on the business of the Parent Companies as now conducted by such employee.

Compliance with Laws; Permits. (ai) Except with respect to Environmental Laws, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and taxes, which are the subjects of Section 3.01(j), Section 3.01(l) and Section 3.01(m), respectively, the Company and each Company Subsidiary are, and since January 1, 2013 have been, in compliance with all Laws applicable to it, its properties or other assets or its business or operations, and neither the Company nor any Company Subsidiary has received any written notice alleging that the Company or any Company Subsidiary is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or other assets or its business or operations, except for allegations which have been resolved and for failures to be in compliance and written notices alleging any such violation that have not had and would not reasonably be expected to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries hold all material Permits necessary for the operation of the businesses of the Company and its Subsidiaries (the “Material Company Permits”). The Company and each of its Subsidiaries is and since January 1, 2013, has been in compliance with the Company’s have complied with and not defaulted under or violated any applicable Laws and none terms of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective propertiesthe Material Company Permits, except where such non-compliance, default or violation, individually or in the aggregate, has for failures to comply that have not had, had and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, no event has occurred that (A) gives to any third party any right of termination, cancellation, revocation or adverse modification (with or without notice or lapse of time or both) of any Material Company Permit or (B) to the knowledge of the Company, would otherwise reasonably be expected to result in the termination, cancellation, revocation, adverse modification or non-renewal of any Material Company Permit, other than, in the case of clauses (A) and (B), any such termination, revocation, cancellation, non-renewal or adverse modification that has not had, had and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each its Subsidiaries are, and since the later of the Company’s December 31, 2010 and their respective dates of incorporation, formation or organization have complied been, in compliance with and are not defaulted in default under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any 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, at any of their respective properties”), except where such non-compliance, default or violationviolation would not have, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for the Company and the Company’s its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such of the Company PermitPermits would not have, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effecteffect would not have, individually or in the aggregate, has not hada Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, and to the Knowledge of the Company, threatened, except where such suspension or cancellation 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 not, and since December 31, 2010 have not been, in compliance with the terms of the violation or breach of, or default under, any Company PermitsPermit, other than failures to be in compliance thatexcept where such violation, breach or default would not have, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result As of the consummation date of the transactions contemplated by this Agreement, other than cessations to the Knowledge of effectiveness thatthe Company, 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 or any of its Subsidiaries under, any Company Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Company 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, would not reasonably be expected to result in a Company Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), the Company, each of its Subsidiaries, and, to the Knowledge of the Company, 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 the Company or its Subsidiaries; (ii) has not, to the Knowledge of the Company, 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 the Company, 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, a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not hadits Subsidiaries are, and would not reasonably be expected to havehave been since January 1, a Company Material Adverse Effect. (b) Neither the Company2021, any of its Subsidiariesin compliance with all local, nor any of their respective directorsstate, officersfederal or foreign laws, employees norstatutes, to the Knowledge of the Companyordinances, consultantscodes, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder (“Laws”) or any similar anti-corruption or anti-bribery Laws Judgments, applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)Subsidiaries, except where the failure to have any such Company Permitas would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 and authorizations from Governmental Authorities (collectively, “Permits”) necessary for the terms lawful conduct of their respective businesses, except where the Company Permits, other than failures failure to be in compliance thathold the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Company, each of its Subsidiaries and each of its and their directors, officers and employees acting in such capacity and, to the Knowledge of the Company, each of its and their other agents acting on its or their behalf, is, and has been since October 1, 2018, in compliance in all material respects with (A) the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) to the extent applicable to the Company, its Subsidiaries and such directors, officers, employees and agents, and (B) the provisions of applicable anti-bribery, anti-corruption, anti-money laundering and sanctions Laws of each jurisdiction in which the Company and its Subsidiaries operate or have operated, in the case of clauses (A) and (B), to the extent applicable to the Company, its Subsidiaries and each of its and their directors, officers, employees and agents. Since October 1, 2018, none of the Company, any of its of its Subsidiaries or any of its or their directors, officers or employees acting in such capacity or, to the Knowledge of the Company, any of its or their other agents acting on its or their behalf, have paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other Government Official or any political party or candidate for political office for the purpose of corruptly influencing any act or decision of such official or of any Governmental Authority to obtain or retain business, or direct business to any person, or to secure any other improper benefit or advantage, in each case in violation of the FCPA or any Laws described in clause (B) of the preceding sentence. The Company and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to ensure compliance with the FCPA and other anti-bribery, anti-corruption, anti-money laundering and sanctions Laws in each jurisdiction in which the Company and its Subsidiaries operate. Neither the Company nor any of its Subsidiaries are subject to any actual pending Action involving the Company or any of its Subsidiaries relating to Sanctions, the FCPA or any other anti-bribery, anti-corruption, anti-money laundering Laws. (c) Since October 1, 2018, the Company, each of its Subsidiaries and each of its and their directors and officers acting in such capacity and, to the Knowledge of the Company, each of the employees of the Company and its Subsidiaries acting on its or their behalf, have complied, in all material respects, with applicable provisions of the Export Control Laws and Sanctions. (d) None of the Company or any of its Subsidiaries, any of its or their directors or officers nor, to the Knowledge of the Company, any of its or their respective employees, agents, channel partners, resellers or representatives, is a Sanctioned Person. (e) Without limiting the foregoing, since October 1, 2018, no material Action, complaint, claim, charge, investigation, or voluntary disclosure related to the Import Laws, Export Control Laws or Sanctions is or has been imposed, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of its or their respective officers or directors acting in such capacity or, to the Knowledge of the Company, any of its or their respective employees, agents, channel partners, resellers, or representatives acting on its or their behalf, by or before any Governmental Authority. (f) Since October 1, 2018, the Company and its Subsidiaries have obtained all approvals or licenses necessary for exporting and importing the Company products in accordance with all applicable Sanctions, Export Control Laws and Import Laws, except as, individually or in the aggregate, has not had, been and would not reasonably be expected to result inbe material to the Company and its Subsidiaries, a Company Material Adverse Effect. No Company Permit shall cease to be effective taken as a result whole. (g) Since October 1, 2018, the Company and its Subsidiaries, and each of its and their respective directors and officers acting in such capacity and, to the Knowledge of the consummation Company, each of the transactions contemplated by this Agreementits and their employees, other than cessations of effectiveness thatagents, channel partners, resellers and representatives acting on its or their behalf, have complied and are in compliance, in all material respects, with all applicable Import Laws. (h) The Company and its Subsidiaries have had in place since October 1, 2018 an operational program, including policies, procedures and training, reasonably designed to promote compliance with all applicable Import Laws, Export Control Laws and Sanctions, except as, individually or in the aggregate, has not and would not reasonably be expected to result in be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

Compliance with Laws; Permits. (a) The Company and each of the Company’s Subsidiaries have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each its Subsidiaries are (and since January 1, 2008 have been) in compliance with all laws, statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company’s have complied with and not defaulted under Company or violated any applicable Laws and none of them has violatedits Subsidiaries, or been threatened to be charged or given notice of any violation of any Law, at any of their respective propertiesproperties or other assets or any of their businesses or operations, except where for such non-compliance, default or violationcompliance as, individually or in the aggregate, has not had, had and would could not reasonably be expected to have, have a Company Material Adverse Effect. (b) Neither The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities necessary for the Companylawful conduct of their respective businesses (collectively, “Permits”), except where the failure to hold the same, individually or in the aggregate, has not had and could not reasonably be expected to have Company Material Adverse Effect. (c) The Company and its Subsidiaries are (and since January 1, 2008 have been) in compliance with the terms of all Permits, except for such non-compliance as, individually or in the aggregate, has not had and could not reasonably be expected to have a Company Material Adverse Effect. (d) Except as has not had and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2008, neither the Company nor any of its Subsidiaries, nor Subsidiaries has received written notice to the effect that a Governmental Authority: (i) claimed or alleged that the Company or any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated its Subsidiaries was not in compliance with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery all Laws applicable to the Company or any of its Subsidiaries in Subsidiaries, any jurisdiction outside of their properties or other assets or any of their businesses or operations; or (ii) was considering the United Statesamendment, termination, revocation or cancellation of any Permit. (ce) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders consummation of any Governmental Entity necessary for of the Transactions will not cause the revocation or cancellation of any Permit that is material to the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective taken as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effectwhole.

Compliance with Laws; Permits. (a) The Other than as set forth on Schedule 2.15, and with respect to Seller and its Affiliates, solely relating to the Business, the Company, each Company Subsidiary, Seller (and each Affiliate thereof) and each of their respective Assets is in compliance with all Laws applicable to the Company’s have complied with , such Company Subsidiary, Seller (and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of each Affiliate thereof) and/or their respective propertiesAssets, as applicable, except where such non-compliance, default or violationas would not, individually or in the aggregate, has not had, and would not reasonably be expected to havebe material to the Business or the Company and the Company Subsidiaries, taken as a whole. The Company and each Company Subsidiary hold all Permits that are required for the conduct of the Business as now being conducted, except where the failure to have any such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 2.15 and except as would not have a material adverse effect on the Company and the Company Subsidiaries, taken as a whole, (i) all such Permits are in full force and effect, (ii) no violations are recorded in respect of any such Permits and (iii) no Proceedings are pending or, to the Knowledge of Seller, threatened to revoke, suspend, cancel or limit any such Permit. (b) Neither None of the Company or any Company Subsidiary or any director, officer, agent, employee or other Person acting for or on behalf of the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment Company Subsidiary or the unlawful transfer of anything of valueBusiness has since October 1, directly or indirectly2006, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any rules other anti-bribery or regulations thereunder or any similar anti-corruption or anti-bribery Laws laws applicable to the Company, any Company Subsidiary or any of its Subsidiaries the Business in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance thatmanner that would, individually or in the aggregate, have not hada material adverse effect on the Company and the Company Subsidiaries, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective taken as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effectwhole.

Compliance with Laws; Permits. (a) The business of the Company and each of the Company’s have complied with its Subsidiaries is not being, and at all times since December 31, 2021 has not defaulted under or violated any applicable Laws and none of them has violatedbeen, or been threatened to be charged or given notice of any conducted in violation of any Law, at any of their respective properties, except where such non-compliance, default or violationfor violations that would not, individually or in the aggregate, has not had, and would not reasonably be expected likely to havehave a Company Material Adverse Effect. Since December 31, 2021 through the date hereof, neither the Company nor any of its Subsidiaries has received any written notification from any Governmental Authority of any violation of Law applicable to the Company or any of its Subsidiaries or by which any of their businesses, operations, properties or assets are bound, except for violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (b) Neither the Company, Company nor any of its Subsidiaries, Subsidiaries nor any of their respective directors, officers, employees noror, to the Knowledge of the Company, consultants, joint venture partnersemployees, agents, representatives or any other Person associated with or acting for or on their behalfbehalf of the Company or any of its Subsidiaries are in violation of, have directly or indirectly has since December 31, 2021, violated, any applicable provisions of (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of valueEconomic Sanctions/Trade Laws, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated any AML Laws or (iii) the Foreign Corrupt Practices Act of 1977, as amendedthe U.K. Bribery Act, or any rules or regulations thereunder or any similar anti-corruption bribery or anti-bribery Laws applicable corruption Laws, in each case, except for any violations that would not be, material to the Company and its Subsidiaries, taken as a whole. None of the Company, its Subsidiaries, or any of their respective directors, officers or employees is a Sanctioned Person. The Company and its Subsidiaries in any jurisdiction outside the United Stateshave adopted and maintained written policies, procedures and internal controls reasonably designed and implemented to ensure compliance with all Economic Sanctions/Trade Laws, AML Laws and anti-bribery and anti-corruption Laws. (c) The Company and its Subsidiaries hold, and at all times since December 31, 2021 have held, all Company Permits and are, and since December 31, 2021 have been, in compliance with the Company’s Subsidiaries are in possession terms of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “such Company Permits”), except where the failure to have any hold or be in compliance with such Company PermitPermits would not, individually or in the aggregate, has not had, and would not reasonably be expected likely to have, have a Company Material Adverse Effect. All Company Permits are are, and have been since December 31, 2021, valid and in full force and effecteffect in accordance with their terms. Since December 31, except where 2021, neither the failure to be in full force and effect, 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 nor any of its Subsidiaries are is in compliance with the terms default or violation, in any material respect, of any of the Company Permits. As of the date hereof, other than failures neither the Company nor any of its Subsidiaries is the subject of any pending or, to the Knowledge of the Company, threatened Action seeking the revocation, suspension, limitation, termination, modification, impairment or non-renewal of any Company Permit, except as would not be material to the Company and its Subsidiaries, taken as a whole. Since December 31, 2021 to the date hereof, there has been no Action and neither the Company nor any of its Subsidiaries have received any written or oral notice from any Governmental Authority regarding (i) any actual or alleged violation of, or failure on any part of the Company or its Subsidiaries to comply with, any term or requirement of any Company Permit in compliance thatany material respect or (ii) any actual revocation, individually withdrawal, suspension, cancellation, termination of, or in modification to, any Company Permit. (d) To the aggregateKnowledge of the Company, have not hadeach Employee Producer possesses, and would not reasonably be expected at all times since December 31, 2021 has possessed, all Permits and otherwise satisfied in all material respects all requirements of applicable Law necessary to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result perform the duties and responsibilities associated with such Employee Producer’s position acting on behalf of the consummation Company Insurance Subsidiaries. Neither the Company nor any of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected its Subsidiaries have made a filing with any Governmental Authority seeking an exemption under 18 U.S.C. § 1033(e)(2) with respect to result in a Company Material Adverse Effectany Employee Producer.

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied with its Subsidiaries are in compliance with, and are not defaulted in default under or violated in violation of, any applicable Laws and none of them has violatedfederal, state, local or been threatened to be charged foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or given notice agency requirement of any violation of any Governmental Entity (collectively, “Laws” and each, a “Law, at any of their respective properties”), except where such non-compliance, default or violation, individually or in the aggregate, has violation have not had, had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since January 1, 2018, neither the Company nor any of its Subsidiaries has received any written notice or, to the knowledge of the Company, other communication from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except where such violation or failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Company material contract with all Governmental Entity Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for the Company and the Company’s its Subsidiaries to own, lease and operate their properties and assets or and to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such possess or file the Company Permit, individually or in the aggregate, Permits has not had, had and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, a Material Adverse Effect. Except as has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Company Permits are in all respects valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof. The Company and each of its Subsidiaries are in material compliance with the terms and requirements of the all Company Permits, other than failures except where such non-compliance has not had and would not reasonably be expected to be in compliance thathave, individually or in the aggregate, have a Material Adverse Effect. (c) Except as has not had, had and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness thathave, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect: (i) Company and each of its Subsidiaries are in compliance, and have since January 1, 2018 complied, with all applicable Data Privacy Laws; (ii) neither Company nor any of its Subsidiaries has, since January 1, 2018, received any written notice from any applicable Governmental Entity alleging any violation of applicable Data Privacy Laws by Company, any of its Subsidiaries or, to the knowledge of Company, any third-party service providers, outsourcers, processors or other third parties who process, store or otherwise handle Personal Data for or on behalf of Company or any of its Subsidiaries (“Company Data Processors”), nor has Company or any of its Subsidiaries been threatened in writing to be charged with any such violation by any Governmental Entity; (iii) Company and each of its Subsidiaries have, since January 1, 2018, taken commercially reasonable steps (including, as appropriate, implementing reasonable technical, physical or administrative safeguards) designed to protect Personal Data in their possession or under their control against loss and unauthorized access, use, modification or disclosure, and, to the knowledge of Company, since January 1, 2018, there has been no incident of the same, or of the same with respect to any Personal Data maintained or otherwise processed for or on behalf of Company or its Subsidiaries; (iv) Company and each of its Subsidiaries have, since January 1, 2018, taken commercially reasonable steps with respect to Company Data Processors to obligate such persons to comply in all material respects with applicable Data Privacy Laws and to take reasonable steps to protect and secure Personal Data from loss or unauthorized use, access, modification or disclosure; and (v) the execution, delivery and performance of this Agreement complies with all applicable Data Privacy Laws (including the General Data Protection Regulation (EU) 2016/679, the Data Protection Xxx 0000 (UK), and the California Consumer Protection Act) and Company’s and each of its Subsidiaries’ applicable published policies, statements, and notices relating to privacy, data protection or information security regarding Personal Data.

Compliance with Laws; Permits. (a) The Company and except in each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, case as has not hadbeen, and would not reasonably be expected to havebe, individually or in the aggregate, material to the Company Group, taken as a whole, since January 1, 2018: (i) the Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees noris and has been in compliance with and, to the Knowledge of Company’s knowledge, is not under investigation with respect to, (ii) the Company has not been threatened in writing (or, to the Company’s knowledge, consultantsotherwise) to be charged with, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidatenor has it been subject to, or (Biii) the Company has not been threatened in writing with an Action (or, to the Company’s knowledge, an investigation) concerning, nor given written (or, to the Company’s knowledge, other) notice of, any unlawful bribeviolation of, rebatein each case ((i) through (iii)), influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws Law applicable to the Company or any of its Subsidiaries in subsidiaries or by which any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries of their respective assets, rights or properties are in possession of all franchisessubject or bound. There is no material judgment, grantsdecree, authorizationsinjunction, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders rule or order of any arbitrator or Governmental Entity necessary for Authority outstanding against the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses any of its subsidiaries; (b) except in each case as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not hadbeen, and would not reasonably be expected to havebe, material to the Company Group, taken as a whole, (i) the Company Material Adverse Effect. All and its subsidiaries have in effect all Permits that are necessary for the Company to own, lease or operate its properties and assets, including the manufacturing, packaging, storage and distribution, and to carry on its business as currently conducted; (ii) all such Permits are in full force and effect, ; and (iii) all terms and requirements of such Permits have been complied with; (c) except where the failure as has not been and would not reasonably be expected to be in full force and effectbe, individually or in the aggregate, material to the Company Group, taken as a whole, the Company has not hadbeen restrained by a Governmental Authority or other person in its ability to conduct or have conducted its business as currently conducted; and (d) to the Company’s knowledge, and would not reasonably be expected to have, a Company Material Adverse Effect. The the Company and each of its Subsidiaries are subsidiaries is, and since January 1, 2018 has been, in compliance in all material respects with all United States and foreign import and export control Laws and regulations, including statutory and regulatory requirements under Title 19 – Customs (19 C.F.R. pt. 0-199), the terms U.S. Arms Export Control Act (22 U.S.C. 2778), the U.S. International Traffic in Arms Regulations (22 C.F.R. pt. 120 et seq.), the U.S. Export Administration Regulations (15 C.F.R. pt. 730 et seq.) and executive orders and laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, the “Import and Export Control Laws”). Neither the Company Permitsnor any of its subsidiaries has received any written or, to the Company’s knowledge, other than failures to be communication since January 1, 2018 that alleges that the Company or any such subsidiary is not, or may not be, in compliance thatin any material respect with, individually or in the aggregatehas, have not hador may have, any material liability under, any Import and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.Export Control Laws;

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are, and have been since January 1, 2019, (i) in compliance with all federal, national, provincial, state, local or multinational laws, statutes, common laws, ordinances, codes, rules and regulations (collectively, “Laws”), Judgments and Permits, in each case, applicable to the Company’s have complied with and not defaulted under Company or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective propertiesits Subsidiaries, except where such non-compliance, default or violationas would not, individually or in the aggregate, has not had, and would not reasonably be expected to havehave a Material Adverse Effect and (ii) have not received from any Governmental Authority any written or, to the Knowledge of the Company, oral, notice or communication of any noncompliance with any such Laws, except for any such noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Neither the The Company, any each of its Subsidiaries, nor any of their respective directors, officers, employees norSubsidiaries and, to the Knowledge of the Company, consultantseach of the Joint Venture Entities, joint venture partnershold all valid licenses, agentsfranchises, representatives or permits, certificates, approvals, authorizations and registrations from Governmental Authorities necessary for the lawful conduct of their respective businesses as each such business is currently conducted, including in relation to the operation of any other Person associated with or acting on their behalfVessels (collectively, have directly or indirectly (i“Permits”), made, promised, offered, or authorized except (Ax) for those Permits that are the responsibility of the counterparties to obtain pursuant to the forms of any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, charter agreements or (By) any unlawful bribewhere the failure to hold the same would not, rebateindividually or in the aggregate, influence paymentreasonably be expected to have a Material Adverse Effect. The operation of the business of the Company and each of its Subsidiaries as currently conducted is not, kickback or similar unlawful paymentand has not been since January 1, or (ii) violated the Foreign Corrupt Practices Act of 19772019, as amendedin violation of, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to nor are the Company or any of its Subsidiaries in default or violation under, any jurisdiction outside Permits and, to the United States. (c) The Company and Knowledge of the Company’s Subsidiaries are in possession , no event has occurred which, with notice or the lapse of all franchisestime or both, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders would constitute a default or violation of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to ownterms, lease and operate their properties and assets condition or to carry on their businesses as they are now being conducted (the “Company Permits”)provision of any Permit, except where the failure to have any such Company Permitdefault or violation of such Permit would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. All Company such Permits are in full force and effect, except where the failure to be in full force and effecteffect would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Except as would not constitute a Company Material Adverse Effect, the Company and each its Subsidiaries (i) are, and since January 25, 2020 have been, in compliance with all Laws and Orders applicable to the Company and its Subsidiaries, and (ii) to the Knowledge of the Company’s , are not under investigation by any Governmental Entity with respect to, and have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged with or given notice of by any Governmental Entity of, any violation of any Lawsuch Law or Order. Except as would not constitute a Company Material Adverse Effect, at each of the Company and its Subsidiaries has in effect all licenses, certificates, authorizations, consents, permits, approvals and other similar authorizations of, from or by a Governmental Entity necessary for it to own, lease or operate its properties and assets and to carry on its business as currently conducted (collectively, “Permits”). No default has occurred under, and there exists no event that, with or without notice, lapse of time or both, would result in a default under, or would give to others any right of revocation, non-renewal, adverse modification or cancellation of, any such Permit, and neither the Company nor any of their respective propertiesits Subsidiaries has received any cease and desist letters or material written inquiries from any Governmental Entity with respect to any such Permit, except where such non-complianceexcept, default or violationin each case, individually or in the aggregate, has not had, and as would not reasonably be expected to have, constitute a Company Material Adverse Effect. (b) Neither Except as would not constitute a Company Material Adverse Effect, since January 26, 2019, none of the Company, any of its SubsidiariesSubsidiaries or, nor to the Knowledge of the Company, any of their respective directors, officers, agents or employees nor, to the Knowledge of acting on the Company, consultants, joint venture partners, agents, representatives ’s or any other Person associated with or acting on their behalf, its Subsidiaries’ behalf have directly or indirectly (i)) used any corporate, made, promised, offered, or authorized Company (Aand/or Subsidiary) funds for any unlawful payment contribution, gift, entertainment or the other unlawful transfer of anything of valueexpense relating to political activity or 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, employee or agent, political party or any official in each case in violation of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated otherwise violated, any provision of the United States Foreign Corrupt Practices Act of 1977, as amended, or and any rules or regulations promulgated thereunder (the “FCPA”), or the UK Bribery Act (the “Bribery Act”). Except as would not constitute a Company Material Adverse Effect, the Company and its Subsidiaries have instituted policies and procedures reasonably designed to ensure compliance with the FCPA and the Bribery Act and since January 26, 2019 have maintained such policies and procedures in force. Except as would not constitute a Company Material Adverse Effect, since January 26, 2019, neither the Company, any similar of its Subsidiaries nor, to the Knowledge of the Company, any of their respective directors, officers, agents or employees acting on the Company’s or its Subsidiaries’ behalf has violated any (x) U.S. export control laws administered by the Bureau of Industry and Security at the United States Department of Commerce (“BIS”) or the Directorate of Defense Trade Controls at the U.S. Department of State, or (y) U.S. anti-corruption boycott regulations administered by the Office of Antiboycott Compliance at the BIS. To the Knowledge of the Company, except as would not constitute a Company Material Adverse Effect, (A) the Company, its Subsidiaries, or anti-bribery Laws applicable to the Company Company’s or any of its Subsidiaries’ directors, officers or employees are not listed on the Specially Designated Nationals and Blocked Persons List administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) and (B) since January 26, 2019, neither the Company nor any of its Subsidiaries has directly engaged in any jurisdiction outside the business with any Person with whom, or in any country in which, it is prohibited for a United StatesStates person to engage under applicable United States sanctions administered by OFAC. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses Except as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, constitute a Company Material Adverse Effect. All , the Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not hadits Subsidiaries are, and would not reasonably be expected since January 26, 2019 have been, in compliance with all state and federal Laws related to have, a Company Material Adverse Effect. The consumer product safety applicable to the Company and each its Subsidiaries, and, as of May 6, 2021, neither the Company nor any of its Subsidiaries are has failed to report to the Consumer Product Safety Commission (the “CPSC”) in compliance a timely manner any information that is required to be reported to the CPSC under Section 15 of the Consumer Product Safety Act, and the Company is not aware of any information currently that would require reporting to the CPSC with the terms possibility of the Company Permits, a recall or other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effectcorrective action.

Compliance with Laws; Permits. (a) The Company and each of the Company’s its Subsidiaries are (and since January 1, 2009 have complied been) in compliance in all material respects with and not defaulted under or violated any applicable all Laws and none of them has violated, Orders applicable to the Company or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directorsproperties or other assets or any of their businesses or operations, officers, employees norand, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives no condition or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offeredstate of facts exists that is reasonably likely to give rise to a violation of, or authorized (A) a liability or default under, any unlawful payment applicable Law or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)Order, except where the failure to have any for such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance thatcompliance, individually violations, liabilities or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness thatdefaults as, individually or in the aggregate, would not reasonably be expected to result be material to the Company and its Subsidiaries, taken as a whole. Since January 1, 2009, neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice to the effect that a Governmental Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in all material respects with all Laws or Orders applicable to the Company or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations. (b) The Company and each of its Subsidiaries hold all material Permits necessary for the lawful conduct of their respective businesses. The Company and its Subsidiaries are (and since January 1, 2009 have been) in compliance in all material respects with the terms of all material Permits. Since January 1, 2009, neither the Company nor any of its Subsidiaries has received written or, to the Knowledge of the Company, oral notice to the effect that a Company Material Adverse EffectGovernmental Authority was considering the amendment, termination, revocation or cancellation of any material Permit.

Compliance with Laws; Permits. (a) The Company ContentCo Group, and Torch and each of its Subsidiaries with respect to the Company’s ContentCo Business, are, and have complied been since January 1, 2019, in compliance with and not defaulted under or violated any applicable all Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws Orders applicable to the Company or any ContentCo Group and to Torch in respect of the ContentCo Business, including as Preponderant Agent, except for such failures to comply as would not be material to the ContentCo Business, taken as a whole. Torch and each of its Subsidiaries with respect to the Programing Rights Agreements, are, and have been since January 1, 2019, in any jurisdiction outside compliance with all Laws and Orders applicable to their Broadcasting Rights, except for such failures to comply as would not be material to the United States. (c) ContentCo Business, taken as a whole. The Company and the Company’s Subsidiaries are in possession of all licenses, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any authorizations from Governmental Entity Entities held by the ContentCo Group (each, a “ContentCo Permit”) constitute all licenses, franchises, permits, certificates, approvals and authorizations that are necessary for the Company ContentCo Group to lawfully conduct its business and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any all such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company ContentCo Permits are valid and in full force and effect, except where the failure to hold the same or to be in full force and effect, individually or in the aggregate, has not had, and effect would not reasonably be expected material to havethe ContentCo Business, taken as a Company Material Adverse Effectwhole. The Company Each ContentCo Entity and, to the Knowledge of Torch, each of their respective directors, officers and employees acting in such capacity and each of its and their other agents and representatives acting on its or their behalf is and has been, since January 1, 2019, 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 the Mexican Anticorruption Laws and the Mexican Anti-Money Laundering Laws and (ii) the provisions of applicable anti-bribery, anti-corruption, anti-money laundering and sanctions Laws of each jurisdiction in which the ContentCo Group operates or have operated, in the case of clauses (i) and (ii), to the extent applicable to the ContentCo Group and such directors, officers, employees, agents and representatives. Since January 1, 2019, each ContentCo Entity, and to the Knowledge of Torch, each of its or any of their respective officers, directors or employees acting in such capacity and each of its or any of their agents and representatives acting on its or their behalf, have not paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any Government Official or any political party or candidate for political office for the purpose of corruptly influencing any act or decision of such Government Official or any Governmental Entity to obtain or retain business, or direct business to any person, or to secure any other improper benefit or advantage, in each case in violation of the FCPA, the Mexican Anticorruption Laws and the Mexican Anti-Money Laundering Laws or any Laws described in clause (ii) of the preceding sentence. Torch maintains policies and procedures reasonably designed to ensure compliance with the FCPA and other anti-bribery, anti-corruption, and anti-money laundering Laws in each jurisdiction in which the ContentCo Group operates. None of the ContentCo Entities or, to the Knowledge of Torch, any of their respective directors, officers or employees acting in such capacity, or any of their respective 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 (OFAC). To the Knowledge of Torch, as of the date of this Agreement, none of the ContentCo Entities is subject to any actual pending Proceeding involving any ContentCo Entity relating to the FCPA or any other anti-bribery, anti-corruption, anti-money laundering or sanctions Laws. (b) One or more Subsidiaries of Torch, as the case may be, are the holders of concession titles in Mexico described on Section 2.8(b) of the Torch Disclosure Letter (the “Broadcasting Rights”). The Broadcasting Rights are in effect in accordance with its terms and have not been revoked, suspended, canceled, rescinded, terminated or expired and are valid until January 1, 2042 (with respect to spectrum rights) and until January 1, 2052 (with respect to the digital broadcasting rights). (c) Except as would not have a ContentCo Material Adverse Effect, Torch or one or more of its Subsidiaries, as the case may be, (i) operate, and since January 1, 2019 have operated, the Broadcasting Rights in compliance with the terms Mexican Telecommunications Law and applicable Mexican regulations and (ii) have timely filed all registrations and reports required to have been filed with the IFT in respect of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and Broadcasting Rights. (d) Except as would not reasonably be expected to result in, have a Company ContentCo Material Adverse Effect. No Company Permit shall cease , there is not pending, or, to be effective as a result the Knowledge of Torch, threatened, any Proceeding before the IFT to revoke, suspend, cancel, rescind or materially adversely modify any of the consummation Broadcasting Rights or the programming rights agreement set forth on Section 2.8(d) of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse EffectTorch Disclosure Letter.

Compliance with Laws; Permits. (a) The (i) Each of the businesses of the Company or any Company Subsidiary is, and since January 1, 2019 has been, conducted in compliance in all respects with all Laws applicable to the Company or such Company Subsidiary or by which any property, asset or right of the Company or such Company Subsidiary is bound; (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ; (iii) each of the Company’s have complied Company and the Company Subsidiaries holds all material Permits necessary for the lawful conduct of its business substantially as conducted as of the date hereof and the ownership, use, occupancy and operation of its assets and properties; and (iv) each of the Company and the Company Subsidiaries is in compliance in all respects with the terms of such Permits, except, in the case of clauses (i) and not defaulted under or violated any applicable Laws and none of them has violated(iv), or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, compliance has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to To the Knowledge of the Company, consultantssince January 1, joint venture partners2019, agentsneither the Company, representatives any Company Subsidiary nor any director or officer, nor any agent, employee or other Person acting on behalf of the Company or any other Person associated with Company Subsidiary has, in the course of its actions for, or acting on their behalfbehalf of, have directly or indirectly any of them (i), made, promised, offered, or authorized ) violated any provision of (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the U.S. Foreign Corrupt Practices Act of 1977, as amendedamended (including the rules and regulations promulgated thereunder), (B) the PRC Law on Anti-Unfair Competition adopted on September 2, 1993, (C) the Interim Rules on Prevention of Commercial Bribery issued by the PRC State Administration of Industry and Commerce on November 15, 1996 or (D) any rules or regulations thereunder or any similar other applicable anti-corruption Law ((A), (B), (C) and (D) collectively, “Anti-Corruption Laws”); or anti(ii) made or gave any bribe, rebate, payoff, influence payment, kickback or other payment to any officer, director, employee or official of or any other person acting in an official capacity for any Governmental Entity that would be unlawful under any applicable Law, including under an Anti-bribery Laws applicable Corruption Law or (iii) undertaken any act or failed to undertake any act that directly or indirectly caused or contributed to the Company or any Company Subsidiary to be in violation of its Subsidiaries in any jurisdiction outside Anti-Corruption Law. To the United States. (c) The Company and Knowledge of the Company’s Subsidiaries are in possession of all franchises, grantssince January 1, authorizations2019, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for neither the Company and nor any Company Subsidiary has received any communication that alleges that the Company’s Subsidiaries to ownCompany or any Company Subsidiary, lease and operate their properties and assets or to carry on their businesses any Representative thereof is, or may be, in violation of, or has, or may have, any material liability under, any Anti-Corruption Law which has not been resolved. Except as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All , the Company Permits are has effective disclosure controls and procedures and an internal accounting controls system that is sufficient to provide reasonable assurances that violations of applicable Anti-Corruption Laws by the Company or any Company Subsidiary will be prevented, detected and deterred. (c) To the Knowledge of the Company, each holder or beneficial owner of Company Shares, Company Options and/or Company RSUs who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 7, SAFE Circular 37 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in full force all material respects, with such reporting and/or registration requirements under the SAFE Rules and effect, except where the failure Regulations with respect to be in full force and effect, individually or its investment in the aggregateCompany. Neither the Company nor, to the Knowledge of the Company, such holder or beneficial owner has not hadreceived any oral or written inquiries, and would not reasonably be expected to havenotifications, a Company Material Adverse Effect. The Company and each orders or any other forms of official correspondence from SAFE or any of its Subsidiaries are in local branches with respect to any actual or alleged non-compliance with the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, SAFE Rules and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse EffectRegulations.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries and, to the Company’s Knowledge, each manager, director, officer, employee and independent contractor of the Company and its Subsidiaries, and any other Persons acting on behalf of the Company or any of its Subsidiaries, are, and since January 1, 2013, have complied been, in compliance with and not defaulted under or violated any applicable all Laws and none of them has violated, or been threatened to be charged or given notice Orders of any violation Governmental Entity applicable to the operation of any Law, at any the business of their respective propertiesthe Company and its Subsidiaries, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries have, and are in compliance with, all Permits necessary to conduct their respective businesses as presently conducted, and all such Permits are in full force and effect and no cancellation, revocation or suspension of any such Permit is pending (or to the Company’s Knowledge, threatened), except for any such Permit or Permits the failure to have or be in compliance with or be in full force and effect or the cancellation, revocation or suspension of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the Company, Company nor any of its SubsidiariesSubsidiaries has, nor since January 1, 2013, received any of their respective directors, officers, employees norwritten or, to the Knowledge Company’s Knowledge, oral communication from a Governmental Entity that alleges a violation of the Companyany applicable Law, consultants, joint venture partners, agents, representatives Order or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to material Permit used by the Company or any of its Subsidiaries in (each, a “Material Permit”) or notifies the Company or any jurisdiction outside the United States. (c) The Company and the Company’s of its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries investigation with respect to ownany Law, lease and operate their properties and assets Order or to carry on their businesses as they are now being conducted (the “Company Permits”)Material Permit, except where the failure to have any for such Company Permit, individually violations or in the aggregate, has not had, and investigations that would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Compliance with Laws; Permits. (ai) The Company Acquired Companies are in, and each of the Company’s at all times since January 1, 2020, have complied been in, compliance with and not defaulted under all Laws applicable to them or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at by which any of their respective propertiesbusinesses, activities, assets or properties are bound, except where for such non-compliance, default violations or violationnoncompliance, individually or in the aggregate, has that have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or Effect and (ii) violated since January 1, 2020, none of the Foreign Corrupt Practices Act of 1977, as amended, or Acquired Companies has received any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any written communication from a Governmental Entity necessary for the that alleges that any Acquired Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)is not in compliance with any Law, except where the failure to have any for such Company Permitnoncompliance, individually or in the aggregate, that has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. To the knowledge of the Company, except for routine audits or inspections, no investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending, nor has any Governmental Entity indicated to the Company or any of its Subsidiaries in writing an intention to conduct any such investigation, except for such investigations the outcomes of which, individually or in the aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as, individually or in the aggregate, would not reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2019, have been in, compliance in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78a et seq. (1997 and 2000)), and any other applicable foreign or domestic anticorruption or anti-bribery Laws (collectively, the “Fraud and Bribery Laws”), and none of the Acquired Companies nor, to the knowledge of the Company, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Acquired Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (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) taken any action or made any omission in violation of any applicable law governing or relating to corrupt practices or money laundering. (c) Except as, individually or in the aggregate, is not or would not reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and at all times within the past five (5) years, have been in, compliance with applicable Sanctions and Export Control Laws. Without limiting the foregoing, except as, individually or in the aggregate, is not or would not reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, there are no pending or threatened claims or investigations by any Governmental Entity against or involving any of the Acquired Companies with respect to any actual or alleged violations of Export Control Laws or Sanctions. (d) None of the Acquired Companies nor any of their directors, officers, or employees, or any other Persons acting for or on behalf of any of the foregoing, is or has been within the past five (5) years (i) a Sanctioned Person; (ii) subject to debarment or any list-based designations under the Export Control Laws; or (iii) engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Person or a person subject to debarment or any list-based designations under the Export Control Laws (except as set forth in Section 3.10(d) of the Company Disclosure Letter). (e) The Company has implemented and maintains policies and procedures to promote compliance with Sanctions Laws and Export Control Laws. (f) The Acquired Companies have in effect all material permits, licenses, grants, easements, clearances, variances, exceptions, consents, certificates, exemptions, registrations, authorizations, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”) necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, have not or would not reasonably be expected to have a Company Material Adverse Effect. All Company material Permits of the Acquired Companies are in full force and effect, except where the failure to be in full force and effect, 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 To the terms knowledge of the Company PermitsCompany, other than failures to be in compliance thatexcept as, individually or the in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to be material and adverse to the Acquired Companies, taken as a whole, each employee of any of the Acquired Companies has in effect all material Permits necessary for such employee to carry on the business of the Acquired Companies as now conducted by such employee. Except as has not had or would not, individually or in the aggregate, reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, (i) no Permit has been revoked, suspended, terminated or materially impaired in any manner since January 1, 2019, (ii) neither the Company Material Adverse Effectnor any of its Subsidiaries is in default or violation, in any respect, of any of the Company Permits and (iii) since January 1, 2020, neither the Company nor any Company Subsidiary has received any written notice regarding any of the matters set forth in the foregoing clauses (i) and (ii).

Compliance with Laws; Permits. (a) The Company Each of RMT Partner and each of the Company’s have complied its Subsidiaries is, and has been since January 1, 2021, in compliance in all respects (i) with all applicable Laws, and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties(ii) with its own internal policies, except where such non-compliance, default or violationfor instances of noncompliance that would not reasonably be expected to be, individually or in the aggregate, material to the RMT Partner Business, taken as a whole. Since January 1, 2021, none of RMT Partner or its Subsidiaries has received any written notice from any Governmental Entity that it is not hadin compliance with any applicable Law, and except as would not reasonably be expected to havebe, individually or in the aggregate, material to the RMT Partner Business, taken as a Company Material Adverse Effectwhole. (b) Neither Since January 1, 2021, each of RMT Partner and its Subsidiaries, and the Companyconduct of the RMT Partner Business, has been and is in compliance with all applicable International Trade Laws, except as would not reasonably be expected to be, individually or in the aggregate, material to the RMT Partner Business, taken as a whole. Without limiting any of the foregoing, since January 1, 2021, none of RMT Partner or its Subsidiaries nor any of their respective officers, directors, or employees, nor, to the Knowledge of RMT Partner, any other Person acting on behalf of RMT Partner and its Subsidiaries has engaged in any business or dealings, directly or indirectly, involving or relating to (i) any country or territory that is or whose government is a Sanctioned Jurisdiction, or (ii) a Sanctioned Person. (c) None of RMT Partner or its Subsidiaries nor, to the Knowledge of RMT Partner, any of their respective directors, officers, employees, shareholders, or other Persons acting on behalf of RMT Partner or its Subsidiaries is (i) a Sanctioned Person, or (ii) located, organized, or resident in a Sanctioned Jurisdiction. (d) Since January 1, 2021, each of RMT Partner and its Subsidiaries has been and is in compliance with all applicable Anti-Corruption Laws in all material respects. Without limiting the foregoing, since January 1, 2021, none of RMT Partner or its Subsidiaries, nor any of their respective directors, officers, employees employees, nor, to the Knowledge of the CompanyRMT Partner, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalfbehalf of RMT Partner or its Subsidiaries, have directly or indirectly (i)has paid, madeoffered, promised, offered, or authorized (A) any unlawful the payment of money or the unlawful transfer of anything of value, directly or indirectly, to any government officialGovernment Official, employee or agent, any political party or any official of such party, or political candidateany other Person for the purpose of influencing any act or decision or to secure any improper advantage or to reward any other Person for the improper performance of any activity or function. Likewise, since January 1, 2021, none of RMT Partner or its Subsidiaries, nor any of their respective directors, officers, employees, nor to the Knowledge of RMT Partner, any other Person acting on behalf of RMT Partner and its Subsidiaries has requested, agreed to receive, or (B) accepted the payment of money or any unlawful bribe, rebate, influence payment, kickback other advantage intending that in consequence a relevant function or similar unlawful paymentactivity should be performed improperly, or as a reward for the improper performance of a relevant function or activity. (iie) violated The RMT Partner Business and RMT Partner have instituted and maintain policies and procedures reasonably designed to ensure compliance with applicable Anti-Corruption Laws and anti-money laundering Laws in each jurisdiction in which the Foreign Corrupt Practices Act RMT Partner Business is operated or RMT Partner or its Subsidiaries operate. (f) Since January 1, 2021, none of 1977RMT Partner or its Subsidiaries nor any of their respective directors, as amendedofficers, employees, or, to the Knowledge of RMT Partner, any other Person acting on behalf of RMT Partner or its Subsidiaries has received from any Governmental Entity or any other Person any written notice of any violation, alleged violation, or any rules suspected violation of any Anti-Corruption Law or regulations thereunder International Trade Law, or conducted any similar antiinternal investigation with respect to, or made any voluntary or involuntary disclosure to a Governmental Entity concerning, any actual, suspected, or alleged violation of any Anti-corruption Corruption Law or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United StatesInternational Trade Law. (cg) The Company Each of RMT Partner and its Subsidiaries has obtained and is in compliance with all Permits necessary to operate the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse EffectRMT Partner Business. All Company such Permits are in full force and effect, except where the failure in each case as would not reasonably be expected to be in full force and effectbe, individually or in the aggregate, has not hadmaterial to the RMT Partner Business, taken as a whole. There is no suspension, revocation or cancellation of any of the Permits issued to RMT Partner and its Subsidiaries pending or, to the Knowledge of RMT Partner, threatened, except where the suspension or cancellation of any of the Permits would not have a RMT Partner Material Adverse Effect. None of RMT Partner or its Subsidiaries has received any written notice from any Governmental Entity regarding a violation of, conflict with, or failure to comply with, any terms or requirement of any Permit, which if ultimately determined to result in a violation of, conflict with, or failure to comply with any such terms or requirement, would reasonably be expected to have, a Company Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, other than failures to be in compliance thatbe, individually or in the aggregate, have not hadmaterial to the RMT Partner Business, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective taken as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effectwhole.

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, Except as has not hadbeen, and would not reasonably be expected to havebe, material to the Company and its Subsidiaries, taken as a whole, (i) the Company Material Adverse Effect. and each of its Subsidiaries are, and since January 1, 2021 have been, in compliance with all Applicable Laws and (bii) Neither neither the Company, Company nor any of its Subsidiaries, Subsidiaries nor any of their respective directors, officers, employees norassets is, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives under investigation with respect to or any other Person associated has been threatened to be charged with or acting on their behalfgiven notice of, have directly or indirectly (i), made, promised, offered, or authorized (A) nor has any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to Governmental Authority notified the Company or any of its Subsidiaries in writing of its intent to conduct an investigation of, any jurisdiction outside violation of any Applicable Law. (b) Except as has not been, and would not reasonably be expected to be, individually or in the United Statesaggregate, material to the Company and its Subsidiaries, taken as a whole, since January 1, 2021, (i) the Company and its Subsidiaries are in possession of, and in compliance with, all Permits necessary for those entities for the ownership and operation of their respective businesses as now being conducted, under and pursuant to Applicable Laws, (ii) all such Permits are in full force and effect and (iii) no suspension, cancellation, withdrawal or revocation thereof is pending or threatened. (c) The Company and its directors, officers and each of its Subsidiaries, and, to the Knowledge of the Company’s Subsidiaries are in possession , the directors and officers of all franchiseseach such Subsidiary and the respective employees, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals consultants and orders agents of any Governmental Entity necessary for the Company and its Subsidiaries (in each case, to the Company’s Subsidiaries to own, lease and operate their properties and assets extent acting for or to carry on their businesses as they are now being conducted (behalf of the “Company Permits”or any of its Subsidiaries), except where are and for the failure past five years have been in compliance with Anti-Corruption Laws in all material respects and have not (i) used any corporate funds for unlawful contributions, gifts, entertainment or other expenses related to have political activity; (ii) made any such Company Permitunlawful payments to any government officials; or (iii) otherwise made any unlawful bribe, individually rebate, payoff, influence payment, kickback or similar payment in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effectviolation of any applicable Anti-Corruption Law. The Company and each of its Subsidiaries are in have adhered to a code of ethics with respect to compliance and internal controls that is reasonably designed to ensure compliance with Anti-Corruption Laws. (d) None of the terms Company, its directors, officers or any of its Subsidiaries, or, to the Knowledge of the Company, the directors and officers of each such Subsidiary and the respective employees, consultants and agents of the Company Permitsor its Subsidiaries (in each case, other than failures to be in compliance that, individually the extent acting for or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result on behalf of the consummation Company or any of its Subsidiaries): is or has been for the past five years (i) a Sanctioned Person; (ii) transacted business with or for the benefit of any Sanctioned Person or otherwise violated Sanctions; or (iii) violated any Ex-Im Law. (e) Neither the Company nor any of its Subsidiaries has been for the past five years the subject of any allegation or enforcement proceeding, nor to the Knowledge of the transactions contemplated by this AgreementCompany, any inquiry or investigation, regarding any possible violation of applicable Anti-Corruption Laws, Ex-Im Laws or Sanctions. (f) As of the date hereof, neither the Company nor any of its Subsidiaries has applied for and obtained any benefit, loan, right or amount under the CARES Act or any other than cessations of effectiveness that, individually or in the aggregate, Applicable Law intended to address COVID-19 that would not reasonably be expected to result in a material restrictions on the business of the Company Material Adverse Effectand its Subsidiaries.

Compliance with Laws; Permits. (a) The Company Parent and each of the Company’s its Subsidiaries are and since January 1, 2021, have complied been, in compliance with and not defaulted under all (i) U.S. federal, state or violated any applicable Laws and none of them has violatedlocal, foreign or multinational laws, common law, statutes, ordinances, orders, circulars, codes, rules, decrees or regulations or other similar requirement enacted, adopted, promulgated, or been threatened applied by any Governmental Authority (“Laws”) and (ii) Judgments, in each case of clauses (i) and (ii), that are applicable to be charged Parent or given notice of any violation of any Law, at any of their respective propertiesits Subsidiaries, except where such non-compliance, default or violationas would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any . Parent and each of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of hold all licenses, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any authorizations from Governmental Entity Authorities (“Permits”) necessary for the Company lawful conduct of their respective businesses and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any all such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are valid, binding and in full force and effect, except where the failure to hold such Permits or for such Permits not to be valid, binding and in full force and effecteffect would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. (b) Parent, each of its Subsidiaries, and each of their respective officers, directors and, to the Knowledge of Parent, employees and agents acting on their behalf is, and since January 1, 2021, has been, in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder and (ii) any other Laws applicable to Parent and its Subsidiaries that address the prevention of corruption, bribery, terrorism or money laundering (collectively, the “Anti-Corruption Laws”). The Company and None of Parent, any of its Subsidiaries or any director, officer, or, to the Knowledge of Parent, any agent, employee, or other person associated with or acting on behalf of Parent or its Subsidiaries has, since January 1, 2021, (i) made, offered, promised or authorized any material unlawful contribution, gift, entertainment or other unlawful expense; (ii) made, offered, promised or authorized any direct or indirect material unlawful payment; or (iii) violated or is in violation of any provision of any Anti-Corruption Laws in any material respect. (c) Parent, each of its Subsidiaries are and each of their respective officers, directors and, to the Knowledge of Parent, employees and agents acting on their behalf is, and since January 1, 2021, has been, in material compliance with Anti-Money Laundering Laws. (d) Neither Parent nor any of its Subsidiaries is party to any actual or threatened in writing (or, to the terms Knowledge of the Company PermitsParent, other than failures verbally) Action or outstanding enforcement action relating to be in any breach or suspected breach of Anti-Corruption Laws or Anti-Money Laundering Laws. (e) Parent and its Subsidiaries have instituted and maintain policies and procedures designed to ensure compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effectwith all applicable Anti-Corruption Laws. No Company Permit shall cease Action by or before any court or governmental agency, authority or body or any arbitrator involving Parent or any of its Subsidiaries with respect to be effective as a result Anti-Corruption Laws is pending or, to the Knowledge of the consummation of the transactions contemplated by this AgreementParent, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effectthreatened.

Compliance with Laws; Permits. (a) The Company and each of the Company’s Company Subsidiaries are, and since January 1, 2017 have complied been, in compliance with all (and have not defaulted under or violated any any) applicable Laws Laws, Orders, Privacy Policies and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective propertiesthe Payment Card Industry Data Security Standards, except where such non-compliance, default or violationas, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect. (b) Neither Since January 1, 2017 through the Companydate of this Agreement, any of its Subsidiaries, neither the Company nor any of their respective directorsCompany Subsidiary has received any written notice, officerssubpoena, employees norwritten demand, written inquiry or written information requests from a Governmental Entity alleging or seeking information to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to determine whether the Company or any of its Subsidiaries Company Subsidiary is or was in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders non-compliance with or violation of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to ownLaw, lease and operate their properties and assets Order, Privacy Policy or to carry on their businesses Permit except as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All To the Knowledge of the Company, no investigation (whether civil, criminal, administrative, investigative, formal or informal) or review by any Governmental Entity with respect to any non-compliance with or violation of any Law, Order, Privacy Policy or Permit by the Company or any Company Subsidiary is pending or threatened, in each case, would reasonably be expected to have a Company Material Adverse Effect. (c) The Company and each of the Company Subsidiaries hold and are in compliance with, and since January 1, 2017 have held and have been in compliance with, all Permits are 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 full force and effectcompliance with such Permit, individually or in the aggregate, has not had, 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. (d) Prior to the date of this Agreement, the Company or the Company Subsidiaries have validly transferred, in accordance with all applicable Law and Orders, all licenses, permits and authorizations from the Federal Communications Commission previously held or owned by the Company or the Company Subsidiaries.

Compliance with Laws; Permits. (a) The Except with respect to anti-bribery, FDCA Laws and FDA compliance, Tax Laws, Environmental Laws and Intellectual Property (which are the subject of Section 3.08(c), Section 3.08(e), Section 3.12, Section 3.15 and Section 3.16, respectively), the Company and each Company Subsidiary is and, for the three years prior to the date of this Agreement, has been in compliance with the Laws applicable to each of the Company’s have complied with Company and not defaulted under or violated any applicable Laws and none of them has violatedthe Company Subsidiaries, or been threatened in each case except to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and extent that the failure to comply therewith would not reasonably be expected to havehave a Company Material Adverse Effect. Within the three-year period prior to the date of this Agreement, neither the Company nor any of the Company Subsidiaries has received from any Governmental Authority any written notices of violation with respect to any Laws applicable to it, in each case other than as would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither Each of the Company and each Company Subsidiary is in possession of all licenses, permits, approvals, accreditations, certificates and other authorizations of any Governmental Table of Contents Authority necessary for each such entity to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company, any of its Subsidiaries, the Company Subsidiaries nor any of their respective predecessors, directors, officers, employees employees, consultants, nor, to the Knowledge of the Company, consultants, any joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have has directly or indirectly (ia), made, promised, offered, or authorized (Ai) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, candidate or (Bii) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, payment or (iib) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its the Company Subsidiaries in any jurisdiction outside the United States. (cd) The Except as would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 2014, the Company and each of its Subsidiaries has conducted its transactions in accordance with all applicable export control laws and re-export control laws, economic and trade sanctions laws, and all other applicable export control and sanctions laws in other countries in which the Company and its Subsidiaries conduct business, directly or indirectly. (e) Without limiting the foregoing, except as would not reasonably be expected to have a Company Material Adverse Effect, the Company’s Subsidiaries are business is being and, since January 1, 2014, has been conducted in possession of compliance with, as applicable, the Federal Food, Drug and Cosmetic Act, 21 U.S.C. 321 et seq., and all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted regulations promulgated thereunder (the “Company PermitsFDCA”), and all FDA laws, including FDA regulations on clinical trials, establishment registration and device listing, medical device reporting, correction and removal reporting, good manufacturing practices, and device labeling, as well as comparable applicable foreign Laws. There are no products that have been commercially distributed by the Company since January 1, 2014 that would require the CE marking of conformity or any approval or premarket clearance by the FDA or any comparable foreign Governmental Authority for the purpose for which they currently are being manufactured or sold (i) for which such CE marking of conformity, approval or premarket clearance has not been obtained or (ii) for which such CE marking of conformity, approval or premarket clearance has been withdrawn, revoked or cancelled or is no longer in full force and effect or is wrongly affixed to such products, except where the failure to have any obtain such Company Permitconformity, individually approval or in the aggregatepremarket clearance, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregateapplicable, would not reasonably be expected to result in have a Company Material Adverse Effect. Since January 1, 2014, the Company has not received written notice of any, and except as would not reasonably be expected to have a Company Material Adverse Effect, there is no, action, suit, proceeding or investigation by the FDA or any comparable foreign Governmental Authority, including to recall procedures or market withdrawals, pending or, to the Knowledge of the Company, threatened against the Company alleging that products of the Company, or the manufacturing, marketing, advertising, promotion, labeling, distribution, or sale thereof, are in violation in any respect of the FDCA or comparable applicable foreign Laws. Except as would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 2014, no false statements have been made in any marketing application or other submission or correspondence filed by or on behalf of the Company with the FDA. Except as would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 2014, all clinical studies Table of Contents conducted by the Company in the United States to support a marketing application have complied with Good Clinical Practices and comparable requirements in other countries where such studies were or are being conducted during such period of time. Except as would not reasonably be expected to have a Company Material Adverse Effect, all of the Company’s products which are the subject of Section 510(k) Clearance and which subsequently have been modified have received Section 510(k) Clearance to the extent required by Law, and all of the Company’s products which have been sold without FDA review have been marketed in accordance with applicable Law for such types of product.

Compliance with Laws; Permits. (ai) The Except with respect to Environmental Laws, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and taxes, which are the subjects of Section 3.01(j), Section 3.01(l) and Section 3.01(m), respectively, and except as set forth on Section 3.01(i)(i) of the Company Disclosure Schedule, the Company and each of Company Subsidiary are in compliance with all Laws applicable to it, its properties or other assets or its business or operations, and neither the Company’s have complied with and not defaulted under Company nor any Company Subsidiary has received any written notice alleging that the Company or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any Company Subsidiary is in violation of any Law, at Law to which the Company or any Company Subsidiary or any of their respective propertiesproperties or other assets or its business or operations is subject, except where for allegations which have been resolved and for non-compliance and written notices alleging any such non-compliance, default or violation, individually or in the aggregate, has compliance that have not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, Except as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all Permits necessary for the operation of the businesses of the Company and Company Subsidiaries and each Company Community and other Company Real Property as currently improved and operated (the “Material Company Permits”). All The Company Permits are and each of the Company Subsidiaries is and since January 1, 2013, has been in full force and effectcompliance with the terms of the Material Company Permits, except where the failure for failures to be in full force and effect, individually or in the aggregate, has comply that have not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect. The Since January 1, 2013, no event has occurred that (A) gives to any third party any right of termination, cancellation, revocation or adverse modification (with or without notice or lapse of time or both) of any Material Company and each of its Subsidiaries are in compliance with Permit or (B) to the terms knowledge of the Company, would otherwise reasonably be expected to result in the termination, cancellation, revocation, adverse modification or non-renewal of any Material Company PermitsPermit, other than failures to be in compliance thatthan, individually or in the aggregatecase of clauses (A) and (B), have any such termination, revocation, cancellation, non-renewal or adverse modification that has not had, had and would not reasonably be expected to result in, have a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Other than as set forth on Schedule 2.15, and with respect to ITW and the Non-Company Affiliates, solely relating to the Business, ITW and each of its Affiliates (including the Company’s have complied with Company and not defaulted under or violated any applicable Laws the Company Subsidiaries) and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any each of their respective propertiesAssets is in compliance with all Laws applicable to ITW and its Affiliates (including the Company and the Company Subsidiaries) and/or their respective Assets, as applicable, except where such non-compliance, default or violationas would not, individually or in the aggregate, has not had, and would not reasonably be expected to havebe material to the Business or the Company and the Company Subsidiaries, taken as a whole. The Company and each Company Subsidiary hold all Permits that are required for the conduct of the Business as now being conducted, except where the failure to have any such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 2.15 and except as would not have a material adverse effect on the Business or the Company and the Company Subsidiaries, taken as a whole, (i) all such Permits are in full force and effect, (ii) no violations are recorded in respect of any such Permits and (iii) no Proceedings are pending or, to the Knowledge of ITW, threatened to revoke, suspend, cancel or limit any such Permit. (b) Neither None of the Company or any Company Subsidiary or any director, officer, agent, employee or other Person acting for or on behalf of the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment Company Subsidiary or the unlawful transfer of anything of valueBusiness has since January 1, directly or indirectly2008, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act of 2010 or any rules other anti-bribery or regulations thereunder or any similar anti-corruption or anti-bribery Laws laws applicable to the Company, any Company Subsidiary or any of its Subsidiaries the Business in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance thatmanner that would, individually or in the aggregate, have not hada material adverse effect on the Business or the Company and the Company Subsidiaries, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective taken as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effectwhole.

Compliance with Laws; Permits. (a) The Company, the Company and each Subsidiaries and, to the knowledge of the Company’s , the Company Collaboration Partners (with respect to the applicable Company Products), are, and since January 1, 2012 have complied been, in compliance with and not defaulted under all Laws applicable to the Company, the Company Subsidiaries or violated any applicable Laws and none of them has violatedsuch Company Collaboration Partners, or been threatened to be charged or given notice of any violation of any Law, at any of their respective propertiesas applicable, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2012, neither the Company, any Company Subsidiary nor, to the knowledge of the Company, any Company Collaboration Partner (with respect to the applicable Company Products) has received any written notice or, to the knowledge of the Company, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Company Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Company Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “"Company Permits”"), except where the failure to have any such of the Company Permit, individually or in the aggregate, has not had, and Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, and Except as would not reasonably be expected to have, a Company Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No , (i) all Company Permit shall cease Permits are in full force and effect and are not subject to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually any administrative or in the aggregate, would not reasonably be expected to judicial proceeding that could result in a modification, termination or revocation thereof and (ii) the Company Material Adverse Effectand each Company Subsidiary is in compliance with the terms and requirements of all Company Permits.

Compliance with Laws; Permits. (a) The Except as would not constitute a Company Material Adverse Effect, the Company and each its Subsidiaries (i) are, and since December 31, 2017 have been, in compliance with all Laws and Orders applicable to the Company and its Subsidiaries, and (ii) to the Knowledge of the Company’s , are not under investigation by any Governmental Entity with respect to, and have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged with or given notice of by any Governmental Entity of, any violation of any Lawsuch Law or Order. Except as would not constitute a Company Material Adverse Effect, at each of the Company and its Subsidiaries has in effect all licenses, certificates, authorizations, consents, permits, approvals and other similar authorizations of, from or by a Governmental Entity necessary for it to own, lease or operate its properties and assets and to carry on its business as currently conducted (collectively, “Permits”). No default has occurred under, and there exists no event that, with or without notice, lapse of time or both, would result in a default under, or would give to others any right of revocation, non-renewal, adverse modification or cancellation of, any such Permit, and neither the Company nor any of their respective propertiesits Subsidiaries has received any cease and desist letters or material written inquiries from any Governmental Entity with respect to any such Permit, except where such non-complianceexcept, default or violationin each case, individually or in the aggregate, has not had, and as would not reasonably be expected to have, constitute a Company Material Adverse Effect. (b) Neither Except as would not constitute a Company Material Adverse Effect, since December 31, 2017, none of the Company, any of its SubsidiariesSubsidiaries or, nor to the Knowledge of the Company, any of their respective directors, officers, agents or employees nor, to the Knowledge of acting on the Company, consultants, joint venture partners, agents, representatives ’s or any other Person associated with or acting on their behalf, its Subsidiaries’ behalf have directly or indirectly (i)) used any corporate, made, promised, offered, or authorized Company (Aand/or Subsidiary) funds for any unlawful payment contribution, gift, entertainment or the other unlawful transfer of anything of valueexpense relating to political activity or 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, employee or agent, political party or any official in each case in violation of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated otherwise violated, any provision of the United States Foreign Corrupt Practices Act of 1977, as amended, or and any rules or regulations promulgated thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company PermitsFCPA”), except where or the failure to have any such Company Permit, individually or in UK Bribery Act (the aggregate, has not had, and “Bribery Act”). Except as would not reasonably be expected to have, constitute a Company Material Adverse Effect, the Company and its Subsidiaries have instituted policies and procedures reasonably designed to ensure compliance with the FCPA and the Bribery Act and since December 31, 2017 have maintained such policies and procedures in force. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, and Except as would not reasonably be expected to have, constitute a Company Material Adverse Effect. The Company and each , since December 31, 2017, neither the Company, any of its Subsidiaries are in compliance with nor, to the terms Knowledge of the Company PermitsCompany, other than failures to be in compliance thatany of their respective directors, individually officers, agents or in employees acting on the aggregateCompany’s or its Subsidiaries’ behalf has violated any (x) U.S. export control laws administered by the Bureau of Industry and Security at the United States Department of Commerce (“BIS”) or the Directorate of Defense Trade Controls at the U.S. Department of State, have not hador (y) U.S. anti-boycott regulations administered by the Office of Antiboycott Compliance at the BIS. To the Knowledge of the Company, and except as would not reasonably be expected to result in, constitute a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result , (A) the Company, its Subsidiaries, or the Company’s or any of its Subsidiaries’ directors, officers or employees are not listed on the Specially Designated Nationals and Blocked Persons List administered by the Office of Foreign Assets Control of the consummation U.S. Department of the transactions contemplated by this AgreementTreasury (“OFAC”) and (B) since December 31, other than cessations 2017, neither the Company nor any of effectiveness thatits Subsidiaries has directly engaged in any business with any Person with whom, individually or in the aggregateany country in which, would not reasonably be expected it is prohibited for a United States person to result in a Company Material Adverse Effectengage under applicable United States sanctions administered by OFAC.

Compliance with Laws; Permits. (a) The Company and each its Subsidiaries have at all times during the past three (3) years been and are in compliance in all material respects with all Laws of any Governmental Body applicable to their respective businesses or operations. The current use by the Company of the restaurants and other facilities located on the Business Property does not violate any local zoning or similar land use or government regulations, except as would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company’s . Neither the Company nor any of its Subsidiaries has received any written notice of a violation of any Laws by the Company or any such Subsidiary, except for violations that would not, individually or in the aggregate, have complied a Material Adverse Effect with respect to the Company. (b) The Company and not defaulted under its Subsidiaries currently each have in its name all Permits required for the operation of their respective businesses as presently conducted, except where the absence of which would not, individually or violated any applicable Laws in the aggregate, have a Material Adverse Effect with respect to the Company. Each of the Company and none its Subsidiaries is in compliance with the terms of them has violatedthe Permits to which it is a party, except for failures to comply or been threatened violations that would not, individually or in the aggregate, have a Material Adverse Effect with respect to be charged or given the Company. During the past three (3) years, neither the Company nor its Subsidiaries have received notice of any violation proceedings relating to the revocation or modification of any Law, at any such Permits the loss of their respective properties, except where such non-compliance, default or violationwhich, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have a Company Material Adverse EffectEffect with respect to the Company. (bc) Neither Since January 1, 2014, (i) there have been no recalls of any food or beverage product of the Company, Company or any of its Subsidiaries, nor whether ordered by a Governmental Body or undertaken voluntarily by the Company or any of their respective directorsits Subsidiaries, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or and (ii) violated none of the Foreign Corrupt Practices Act food or beverage products of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries have been adulterated, misbranded, mispackaged, or mislabeled in any jurisdiction outside violation of applicable Law, or pose an inappropriate threat to the United States. (c) The Company and the Company’s Subsidiaries are in possession health or safety of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or a consumer when consumed in the aggregateintended manner, has not hadexcept, and in each case, as would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance thatnot, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease Effect with respect to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse EffectCompany.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries is and, since June 30, 2014, has been in compliance with the Company’s have complied with and not defaulted under or violated any applicable Laws and none Orders applicable to each of them has violatedthe Company and its Subsidiaries, or been threatened in each case except to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violationthe extent that the failure to comply therewith would not, individually or in the aggregate, has not had, and would not reasonably be expected to havehave a Company Material Adverse Effect. Since June 30, 2014, neither the Company nor any of its Subsidiaries has received any notices of violation with respect to any Laws applicable to it, in each case other than as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Neither In furtherance and not in limitation of the foregoing: (i) in the last five (5) years, neither the Company nor any of its Subsidiaries or any of their respective directors officers, or employees (in each case acting in their capacity as such), or, to the Company’s knowledge, any of its Subsidiaries, nor any of or their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, agents or representatives or any other Person associated with or acting on their behalfbehalf or for their benefit, have directly or indirectly (i)paid, madeoffered, promised, offered, or authorized (A) any unlawful the payment of money or the unlawful transfer of anything of value, directly or indirectly, to any government official, government employee (including an employee of a state-owned or agent-controlled entity), political party, political party official, candidate for public office, officer or employee of a public international organization for the purpose of influencing any official act or decision or to secure an improper advantage in order to obtain or retain business; neither the Company nor any of its Subsidiaries has violated any applicable Anti-Corruption Law; the Company and its Subsidiaries have implemented and maintain internal controls reasonably designed to prevent and detect such violations; the Company and its Subsidiaries have maintained such books and records as are required pursuant to applicable Anti-Corruption Laws; and the Company and its Subsidiaries have not violated any applicable Anti-Corruption Law. In the last five (5) years, to the knowledge of the Company, there has not been any internal investigation, third-party investigation (including by any Governmental Authority or any official of such partystate-owned or -controlled entity), internal or external audit, or political candidate, internal or (B) external report that involves any unlawful bribe, rebate, influence payment, kickback allegation or similar unlawful payment, information concerning possible violations of any Anti-Corruption Law applicable to the Company or its Subsidiaries and neither the Company nor its Subsidiaries have any reasonable basis to believe such a violation has or may have occurred; and (ii) violated the Foreign Corrupt Practices Act operations of 1977the Company and its Subsidiaries are, as amendedand for the last five (5) years, have been, conducted in material compliance with all applicable financial recordkeeping and reporting requirements and anti-money laundering Laws. For the last five (5) years, to the knowledge of the Company, there has not been any internal investigation, third-party investigation (including by any Governmental Authority or any state-owned or controlled entity), internal or external audit, or internal or external report that involves any rules allegation or regulations thereunder or information concerning possible violations of any similar applicable financial recordkeeping and reporting requirements and anti-corruption or anti-bribery money laundering Laws applicable to the Company or any of its Subsidiaries in and neither the Company nor its Subsidiaries have any jurisdiction outside the United Statesreasonable basis to believe such a violation has or may have occurred. (c) The Neither the Company nor its Subsidiaries manufacture, sell, export, or possess any equipment, products, software, systems, or technical data that are controlled under the International Traffic in Arms Regulations (22 C.F.R. §§ 120–130) or the Export Administration Regulations (15 C.F.R. §§ 730–774), except for items that are properly classified under EAR99. Neither the Company nor its Subsidiaries nor any of their directors, officers, or employees, is a person that is designated on, or is owned or controlled by a person that is designated on (i) 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 the United States’ Department of the Treasury’s Office of Foreign Asset Control; or (ii) located, organized or resident in a country or territory that is the subject of comprehensive sanctions imposed by the United States, European Union or United Kingdom (including Cuba, Iran, North Korea, Sudan, Syria and the Crimean region of the Ukraine). For the last five (5) years, neither the Company nor its Subsidiaries have engaged in any transaction involving any such designated person or any country or territory subject to comprehensive sanctions imposed by the United States, European Union or United Kingdom. For the last five (5) years, to the knowledge of the Company, there has not been any internal investigation, third-party investigation (including by any Governmental Authority or any state-owned or controlled entity), internal or external audit, or internal or external report that involves any allegation or information concerning possible violations of any export controls or sanctions laws applicable to the Company or its Subsidiaries and neither the Company nor its Subsidiaries have any reasonable basis to believe such a violation has or may have occurred. (d) Except as would not have or reasonably be expected to have a Company Material Adverse Effect, (i) each of the Company and the Company’s its Subsidiaries are is in possession of all material franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, waivers, exemptions and orders other permits of any Governmental Entity Authority and third party (“Permits”) necessary for the Company and the Company’s Subsidiaries it to own, lease and operate their its properties and assets or to carry on their businesses its business as they are it is now being conducted (collectively, the “Company Permits”), except where the failure to have any such (ii) each Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are Permit is in full force and effect, except where and (iii) neither the failure to be in full force and effect, 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 nor any of its Subsidiaries are is, or since June 30, 2014 has been, in compliance conflict with the terms or default or violation of any of the Company Permits, other than failures to be in compliance that. Except as would not, individually or in the aggregate, have not had, and would not or reasonably be expected to result in, have a Company Material Adverse Effect. No , (A) no termination, revocation, suspension, modification or cancellation of any of the Company Permit shall cease Permits is pending or, to be effective the knowledge of the Company, threatened and (B) neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority threatening to (x) terminate, suspend, revoke, cancel, withdraw or modify in an adverse manner any of the Company Permits or (y) give any notice of the intention of any Governmental Authority to impose any civil penalty on the Company or any of its Subsidiaries as a result of any deviation from the term of any Permit, Law or Order. (e) No customer or other user has been provided any service, and no business or revenue has been generated, under the Section 214 Authorizations. (f) (i) The Company and its Subsidiaries have all Company Permits issued or granted by any Governmental Authority regulating telecommunications businesses (“Telecom Licenses”) and Section 3.5(f)(i) of the Company Disclosure Letter sets forth a true and complete list of all Telecom Licenses and (ii) Section 3.5(f)(ii) of the Company Disclosure Letter sets forth a true and complete list of any Governmental Consents necessary in connection with the consummation of the transactions contemplated by this AgreementTransactions with respect to the Telecom Licenses (such Governmental Consents, other than cessations whether or not listed on Section 3.5(f)(ii) of effectiveness thatthe Company Disclosure Letter, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect“Telecom Consents”).

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and 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 since June 30, 2017 have been, in compliance in all material respects with all applicable federal, state, local and foreign laws (including common law), statutes, codes, ordinances, rules, regulations, judgments, Orders, injunctions, decrees or agency requirements of Governmental Authorities (collectively, “Laws”). Since June 30, 2017, neither the Company nor any of its Subsidiaries has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding any actual or alleged failure to comply with any Law in any material respect. (b) Neither Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries hold all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Authority necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets, and to carry on and operate their businesses as currently conducted. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company or its Subsidiaries, or to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, in each case, acting on behalf of the Company or any of its Subsidiaries, has in the past three years, directly or indirectly, (i) used any funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries or (iii) violated or is in violation of applicable Bribery Legislation. The Company and its Subsidiaries maintain and, since June 30, 2017, have maintained books and records that are accurate in all material respects, and adhere and, since June 30, 2017, have adhered to a system of commercially reasonable policies, procedures, and internal controls, in each case as required by applicable Bribery Legislation. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since June 30, 2017, the Company, its Subsidiaries and their respective officers, managers, employees and, to the Knowledge of the Company, agents and third-party representatives acting on their behalf have at all times conducted their businesses in all material respects in accordance with U.S. and non-U.S. economic sanctions Laws, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of State, the United Nations and the European Union (“Sanctions Laws”). Except as 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 nor any of their respective directorsofficers, officersmanagers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, agents or third-party representatives or any other Person associated with or acting on their behalfbehalf is currently or since June 30, have directly or indirectly 2017 has been: (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or a Sanctioned Person; (ii) violated the Foreign Corrupt Practices Act of 1977operating in, as amendedorganized in, conducting business with, or otherwise engaging in dealings with or for the benefit of any rules Sanctioned Person or regulations thereunder in any Sanctioned Country; or (iii) in violation of any similar Ex-Im Laws or U.S. anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United Statesboycott requirements. (ce) The Company and the Company’s Subsidiaries are Notwithstanding anything contained in possession of all franchisesthis Section 4.14, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets no representation or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably warranty shall be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure deemed to be made in full force and effectthis Section 4.14 in respect of environmental, individually Tax, employee benefits 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effectlabor matters.

Compliance with Laws; Permits. (a) The Each of the Company and its Subsidiaries are in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Authority necessary for each of the Company’s have complied with Company or such Subsidiary to own, lease and not defaulted under operate its properties or violated any applicable Laws and none to carry on its business as it is being conducted as of them has violated, or been threatened to be charged or given notice the date of any violation of any Law, at any of their respective propertiesthis Agreement (the “Permits”), except where such non-compliancethe failure to hold or to comply with, default or violationthe suspension or cancellation of, individually or failure to be valid or to be in full force and effect of, any of the aggregatePermits, has not had, and or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company is in conflict with, default under or violation of, any Law applicable to the Company or any such Subsidiary of the Company or by which any property or asset of the Company or any such Subsidiary of the Company is bound or affected, except for any conflicts, defaults or violations as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Neither Since December 31, 2016, except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees norSubsidiaries or, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives any Representative of the Company or any other Person associated with or acting on their behalfof its Subsidiaries has, have directly or indirectly or, knowingly, indirectly, taken any action which would cause them to be in violation of: (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”), or any rules or regulations thereunder or thereunder; and (ii) any similar anti-corruption or other applicable anticorruption and/or anti-bribery Laws laws, statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and writs of any governmental authority of any jurisdiction applicable to the Company or any of its Subsidiaries in any (whether by virtue of jurisdiction outside or organization or conduct of business) (collectively, the United States“Anti-Corruption Laws”). (c) The Company and the Company’s Subsidiaries are in possession of all franchisesSince December 31, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)2016, except where the failure to have any such Company Permit, individually or in the aggregate, as has not had, and or would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, a Material Adverse Effect, none of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any Representatives of the Company or any of its Subsidiaries, has, directly or, knowingly, indirectly, offered, paid, promised to pay, or authorized a payment, of any money or other thing of value (including any fee, gift, commission payment, discount, travel expense, or entertainment) to any of the following persons for the purpose of influencing any act or decision of such person in his official capacity, inducing such person to do or omit to do any act in violation of the lawful duty of such official, securing any improper advantage, or inducing such person to use his influence with a non-U.S. government or instrumentality thereof to affect or to influence any act or decision of such government or instrumentality, in order to assist the Company in obtaining or retaining business for or with, or directing the business to, any Person: (i) any person who is an agent, representative, official, officer, director, or employee of any non-U.S. government or any department, agency, or instrumentality thereof (including officers, directors, and employees of state-owned, operated or controlled entities) or of a public international organization; (ii) any person acting in an official capacity for or on behalf of any such government, department, agency, instrumentality, or public international organization; (iii) any political party or official thereof; (iv) any candidate for political or political party office (such recipients in clauses (i), (ii), (iii) and (iv), collectively, “Government Officials”); or (v) any other individual or entity while having actual knowledge that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any Government Official. (d) Since December 31, 2016, except as has not had, and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The , none of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any Representatives of the Company and each or any of its Subsidiaries (i) has been, nor is, a Sanctioned Person; (ii) has entered into any agreement, transaction, dealing or relationship with or for the benefit of any Sanctioned Person (or involving any property thereof) or involving any Sanctioned Territory, except as permitted under applicable Sanctions; (iii) otherwise violated or been subject to penalties under applicable Sanctions; nor (iv) has violated applicable Ex-Im Laws. (e) There are in compliance with no current, pending, or, to the terms Knowledge of the Company, threatened charges, proceedings, investigations, audits, or complaints against the Company or any of its Subsidiaries or, to the Knowledge of the Company, any Representative of the Company Permitsor any of its Subsidiaries with respect to any Anti-Corruption Laws, other than failures Sanctions, Ex-Im Laws or any applicable anti-money laundering or anti-terrorist funding law or regulation of any country, except, in each case, as has not had, or would not reasonably be expected to be in compliance thathave, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. (f) Notwithstanding anything contained in this Section 4.7, no representation or warranty will be deemed to be made in this Section 4.7 in respect of the matters referenced in Section 4.6 or in respect of environmental, Tax, employee benefits or labor matters.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries (including with respect to its ownership and operation of the Company’s have complied Company Assets) is, and since January 1, 2021, has been, in compliance with and not defaulted under or violated any all applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective propertiesLaws, except where such non-compliance, default or violationcompliance 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 not hadreceived, and since January 1, 2021, a written notice of any violation in any respect of any applicable Law, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2021, neither the Company nor any of its Subsidiaries has received written notice that it is under investigation by any Governmental Entity for potential non-compliance with any Law, except for such investigation that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the Company, Company nor any of its Subsidiaries, nor or, to the Company’s knowledge, any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have Representatives: (i) has directly or indirectly (i)x) used any funds for any unlawful contribution, madegift, promisedentertainment or other unlawful expense relating to political activity, offered, or authorized (Ay) made any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, official or employee or agent, political party or any official of such party, or political candidate, a Governmental Entity or (Bz) violated or is in violation of any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or applicable Anti-Corruption Law; (ii) violated the Foreign Corrupt Practices Act of 1977, as amendedhas been, or is, a Sanctioned Person; (iii) has transacted any rules business with or regulations thereunder for the benefit of any Sanctioned Person or any similar antiviolated applicable Sanctions; or (iv) has violated applicable Ex-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United StatesIm Laws. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses Except as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. The : (i) the Company and each of its Subsidiaries are in compliance with have the terms Permits required for the ownership and operation of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not hadAssets as presently owned and operated by it, and would not reasonably be expected to result ineach Permit is in full force and effect and has been duly and validly issued, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result (ii) the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would Transactions will not reasonably be expected to result in a any revocation, cancellation, suspension or modification of any Permit, (iii) there is no outstanding violation of any such Permit by the Company Material Adverse Effector any of its Subsidiaries, (iv) neither the Company nor any of its Subsidiaries has received any written notice of any violation of any Permit in connection with the use, ownership and/or operation of the Company Assets that has not been resolved to the satisfaction of the relevant Governmental Entity, and (v) there are no Proceedings pending or, to Company’s knowledge, threatened in writing that might result in any adverse modification, revocation, termination or suspension of any Permit or which would require any corrective or remedial action by the Company or any of its Subsidiaries.

Compliance with Laws; Permits. (a) The Except as disclosed in the Filed Company and SEC Documents or in Section 3.17 of the Company Disclosure Letter, each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Company Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 is in compliance with the terms of the Company Permitsall applicable laws, other than regulations, orders, judgments and decrees, except for such failures to be in compliance comply that, individually or in the aggregate, have not had, had and would not reasonably be expected to result in, have a Company Material Adverse Effect. No The Company Permit shall cease to be effective and the Company Subsidiaries hold, own or possess all governmental, regulatory and other filings, licenses, permits, approvals, registrations, consents, franchises and concessions (collectively, "Governmental Permits") as a result are necessary for the ownership and leasing of the consummation property and conduct of the transactions contemplated by this Agreementbusinesses of the Company and the Company Subsidiaries as currently conducted, other than cessations except for such Governmental Permits which the failure to hold, own or possess, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or set forth in Section 3.17 of effectiveness the Company Disclosure Letter, the Company and the Company Subsidiaries are in compliance with their respective obligations under such Governmental Permits, with such exceptions as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to result in have a Company Material Adverse Effect, during the last two years none of such Governmental Permits has been challenged or revoked and no statement of intention to challenge, revoke or fail to renew any such Governmental Permit has been received by the Company or any Company Subsidiary.

Compliance with Laws; Permits. (a) The Company Except as set forth in Section 2.12(a) of the Riesling Disclosure Schedule, (i) each of Riesling and each of the Company’s have complied its Subsidiaries is, and has at all times since July 1, 2014 been, in compliance with and not defaulted under all Laws or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective propertiesOrders, except where any such non-compliance, default or violation, individually or failure to be in the aggregate, compliance has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, a Riesling Material Adverse Effect, (ii) neither Riesling nor any of its Subsidiaries uses or supports the use of fake profiles or similar misleading activities to generate higher user numbers, and none of the software used in Riesling Business (x) sends information of a user to another person without the user’s consent, (y) records a user’s actions without the user’s knowledge, or (z) employs a user’s Internet connection without the user’s knowledge to gather or transmit information regarding the user or the user’s behavior and (iii) no investigation or review by any Governmental Authority with respect to Riesling or any of its Subsidiaries has been closed in the past three (3) years or is pending or, to the Knowledge of Riesling, threatened, nor has any Governmental Authority indicated an intention to conduct the same which, in each case, would reasonably be expected to have a material and adverse impact on Riesling or any of its Subsidiaries. (b) Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, a Riesling Material Adverse Effect, each of Riesling and its Subsidiaries hold all permits, licenses, variances, registrations, exemptions, Orders, consents and approvals from any Governmental Authority necessary for the lawful operating of the businesses of Riesling and each of its Subsidiaries as conducted as of the date hereof (the “Riesling Permits”). Since July 1, 2014, there has not occurred any 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 Riesling Permit except as 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have a Riesling Material Adverse Effect. Each of Riesling and each of its Subsidiaries is, and has at all times since July 1, 2014 been, in compliance in all material respects with the terms of all Riesling Permits, and no event has occurred that, to the Knowledge of Riesling, would reasonably be expected to result in the revocation, cancellation, non-renewal or adverse modification of any Riesling Permit, except as has not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness thathave, individually or in the aggregate, would not reasonably be expected to result in a Company Riesling Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of the Company’s its Subsidiaries are and since February 1, 2019 have complied been, in compliance with and not defaulted under all (i) state or violated any applicable Laws and none of them has violatedfederal laws, common law, statutes, ordinances, codes, rules or regulations or other similar requirement enacted, adopted, promulgated, or been threatened to be charged or given notice of applied by any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Governmental Authority (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i“Laws”), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act Privacy Policies and (iii) Judgments, in each case of 1977clauses (i) through (iii), as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws that are applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)Subsidiaries, except where the failure to have any such Company Permitas would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 and authorizations from Governmental Authorities (“Permits”) necessary for the terms lawful conduct of their respective businesses, except where the Company Permits, other than failures failure to be in compliance thathold the same would not, individually or in the aggregate, have not had, and would not reasonably be expected to result in, have a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. (b) The Company, each of its Subsidiaries, and each of their respective officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five years has been, in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder, (ii) the United Kingdom Bribery Act, (iii) anti-bribery legislation promulgated by the European Union and implemented by its member states, (iv) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (v) any other Laws applicable to the Company and its Subsidiaries that address the prevention of corruption, bribery or terrorism (collectively, the “Anti-Corruption Laws”). None of the Company, any of its Subsidiaries or any director, officer, or, to the Company’s Knowledge, any agent, employee, or other person associated with or acting on behalf of the Company or its Subsidiaries within the last five (5) years has offered, promised, provided, or authorized the provision of any money or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer, nor has violated or is in violation of any provision of any Anti-Corruption Laws. (c) The Company, each of its Subsidiaries, and to the Company’s Knowledge, each of their respective officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five (5) years has been, in material compliance with Anti-Money Laundering Laws and Export Control Laws. (d) The Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and, for the last five (5) years has been, in compliance with all Laws or other financial restrictions administered by (i) the United States (including without limitation the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”), including OFAC’s Specially Designated Nationals and Blocked Persons List, and the U.S. Department of State), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) Her Majesty’s Treasury or (v) other similar governmental bodies with regulatory authority over the Company, its Subsidiaries and their respective operations from time to time (collectively, “Sanctions”). None of the Company, any of its Subsidiaries, or any director, officer, or to the Company’s Knowledge, agent, or employee of the Company or any of its Subsidiaries is currently the subject or the target of any Sanctions, nor is the Company or any of its Subsidiaries (x) located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea, or (y) majority-owned or controlled by a Person that is the subject of Sanctions. (e) To the Company’s Knowledge, the Company and its Subsidiaries have not engaged in, nor are now engaged in, any dealings or transactions with or for the benefit of any person located, organized, or ordinarily resident in Cuba, Iran, North Korea, Sudan, Syria, or Crimea (each a “Restricted Country”), in each case directly or indirectly, including through agents or other persons acting on its behalf. (f) Neither the Company nor any of its Subsidiaries is party to any actual or threatened legal proceedings or outstanding enforcement action relating to any breach or suspected breach of Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or Export Control Laws. (g) The Company and its Subsidiaries will not use the proceeds from the Transactions (i) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) directly, or Knowingly, indirectly fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions. (h) The Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with all applicable Anti-Corruption Laws and Sanctions. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to Anti-Corruption Laws or Sanctions is pending or, to the Knowledge of the Company, threatened.

Compliance with Laws; Permits. (a) The Company and Since December 31, 2014, the businesses of each of the Company’s Company and its Subsidiaries have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any conducted in violation of any Lawfederal, at 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 their respective propertiesany Governmental Entity (collectively, “Laws”), except where such non-compliance, default or violationfor violations that, individually or in the aggregate, has have not had, had and would are not reasonably be expected likely to have, have a Company Material Adverse Effect. (b) Neither the Company, . No investigation by any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated Governmental Entity with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable 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 in any jurisdiction outside writing of its intention to conduct the United States. (c) same, except for such investigations the outcome of which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. The Company and the Company’s its Subsidiaries are in possession of hold all franchises, grantsgovernmental licenses, authorizations, licenses, permits, easementsconsents, approvals, variances, exceptions, consents, certificates, approvals exemptions and orders of any Governmental Entity necessary for the operation of the businesses of the Company and the Company’s Subsidiaries to ownits Subsidiaries, lease and operate their properties and assets or to carry on their businesses taken as they are now being conducted a whole (the “Company Permits”), except where the failure to have any for such Company Permitfailures that, individually or in the aggregate, has have not had, had and would are not reasonably be expected likely to have, have a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 is in compliance with the terms of the Company Permits, other than except for failures to be in compliance comply or violations that, individually or in the aggregate, have not had, had and would are not reasonably be expected likely to result in, have a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. (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 December 31, 2014, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any alleged irregularity, misstatement or omission or other potential violation or liability arising under or relating to the Foreign Corrupt Practice Act of 1977, as amended, or any similar Law.

Compliance with Laws; Permits. (a) The Company and each of the Company’s its Subsidiaries are, and since January 1, 2018 have complied been, in compliance with and not defaulted in default under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any in violation of any LawLaw or Order, at in each case that are applicable to the Company or any of their respective propertiesits Subsidiaries, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and violation would not reasonably be expected to have, have a Company Material Adverse Effect. (b) Neither , and, since January 1, 2018, neither the Company, Company nor any of its Subsidiaries, nor Subsidiaries has received any of their respective directors, officers, employees norwritten notice or, to the Knowledge knowledge of the Company, consultants, joint venture partners, agents, representatives other communication from any Governmental Authority regarding any actual or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offeredpossible violation of, or authorized (A) failure to comply with, any unlawful payment Law or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)Order, except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and as would not reasonably be expected to have, have a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 and authorizations from Governmental Authorities necessary for the terms lawful conduct of their respective businesses, except where the Company Permits, other than failures failure to be in compliance that, individually or in hold the aggregate, have not had, and same would not reasonably be expected to result in, have a Company Material Adverse Effect. No Company Permit shall cease . (b) The Company, each of its Subsidiaries, and each of their officers, directors, employees and, to be effective as a result the knowledge of the consummation Company, agents acting on their behalf is, and since January 1, 2018 has been, in compliance in with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder and (ii) any other Laws applicable to the transactions contemplated by this AgreementCompany and its Subsidiaries that address the prevention of corruption, other than cessations of effectiveness thatbribery, individually terrorism or money laundering (the “Anti-Corruption Laws”), in the aggregateeach case, except where such non-compliance would not reasonably be expected to result in have a Company Material Adverse Effect. (c) Except as would not reasonably be expected to have a Material Adverse Effect, since January 1, 2018, none of the Company, any of its Subsidiaries, or any of their officers, directors or employees, or, to the knowledge of the Company, agent, acting on their behalf (and only in their capacities as such) has, in connection with the business of the Company: (a) unlawfully offered, paid, promised to pay, or authorized the payment of anything of value, including money, loans, gifts, travel, or entertainment, to any government official with the purpose of (i) influencing any act or decision of such government official in his or her official capacity or (ii) inducing such government official to perform or omit to perform any activity in violation of his or her legal duties; except, with respect to the foregoing clauses (i) and (ii), as permitted under the U.S. Foreign Corrupt Practices Act of 1977 or other applicable Law; or (b) made any illegal contribution to any political party or candidate. (d) Except as would not reasonably be expected to have a Material Adverse Effect, the Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the knowledge of the Company, agents acting on their behalf is, and, since January 1, 2018 has been, in compliance with all Laws or other financial restrictions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”), including OFAC’s Specially Designated Nationals and Blocked Persons List, the U.S. Department of State, and sanctions administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”). Except as would not reasonably be expected to have a Material Adverse Effect, none of the Company, any of its Subsidiaries, or any director, officer or employee or, to the knowledge of the Company, agent acting on their behalf is currently the subject or the target of any Sanctions, nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including Cuba, Iran, North Korea, Syria and Crimea. (e) Except as would not reasonably be expected to have a Material Adverse Effect, the Company will not use the proceeds from the Transactions (i) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions. Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with all applicable Anti-Corruption Laws and Sanctions.

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied its Subsidiaries are in compliance with and not defaulted under all (i) state or violated any applicable Laws and none of them has violatedfederal laws, common law, statutes, ordinances, codes, rules or regulations or other similar requirement enacted, adopted, promulgated, or been threatened to be charged or given notice of applied by any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, Governmental Authority (“Laws”) and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act Judgments, in each case of 1977clauses (i) and (ii), as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws that are applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)Subsidiaries, except where the failure to have any such Company Permitas would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 and authorizations from Governmental Authorities necessary for the terms lawful conduct of their respective businesses, except where the Company Permits, other than failures failure to be in compliance thathold the same would not, individually or in the aggregate, have not had, and would not reasonably be expected to result in, have a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. (b) The Company, each of its Subsidiaries, and, to the Company’s Knowledge, all officers, directors or employees of the Company and its Subsidiaries and any agents acting on behalf of the Company or any of its Subsidiaries are, and for the last three (three) years have been, in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder, (ii) the United Kingdom Bribery Act, (iii) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (v) any other Laws applicable to the Company and its Subsidiaries that address the prevention of corruption, bribery or terrorism (collectively, the “Anti-Corruption Laws”). None of the Company, any of its Subsidiaries, and, to the Company’s Knowledge, any officer, director or employee of the Company or any of its Subsidiaries and any agents acting on behalf of the Company or its Subsidiaries within the last three (3) years, has offered, promised, provided, or authorized the provision of any money or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer, nor has violated or is in violation of any provision of any Anti-Corruption Laws. (c) The Company, each of its Subsidiaries, and to the Company’s Knowledge, each of their respective officers, directors, employees and any agents acting on behalf of the Company or any of its Subsidiaries is, and for the last three (3) years has been, in material compliance with all applicable Anti-Money Laundering Laws and Export Control Laws. (d) The Company, each of its Subsidiaries, and, to the Company’s Knowledge, each of the Company’s and its Subsidiaries’ officers, directors and employees, and any agents acting on behalf of the Company or any of its Subsidiaries is, and, for the last three (3) years has been, in compliance with all applicable Laws or other financial restrictions administered by (i) the United States (including without limitation the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”), including OFAC’s Specially Designated Nationals and Blocked Persons List, and the U.S. Department of State), (ii) the United Nations, (iii) Her Majesty’s Treasury or (iv) other similar governmental bodies with regulatory authority over the Company, its Subsidiaries and their respective operations from time to time (collectively, “Sanctions”). None of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any officer, director or employee, or any agent acting on behalf of the Company or any of its Subsidiaries is currently the subject or the target of any Sanctions, nor is the Company or any of its Subsidiaries (x) located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Venezuela, Sudan, Syria and Crimea, or (y) majority-owned or controlled by a Person that is the subject of Sanctions. (e) To the Company’s Knowledge, the Company and its Subsidiaries have not engaged in the past three (3) years, nor are now engaged in, any dealings or transactions with or for the benefit of any person located, organized, or ordinarily resident in Cuba, Iran, North Korea, Venezuela, Sudan, Syria, or Crimea, in each case directly or indirectly, including through agents or other persons acting on its behalf. (f) The Company and its Subsidiaries will not use the proceeds from the Transactions (i) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) directly, or Knowingly, indirectly fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions. (g) The Company and its Subsidiaries have instituted and maintain policies and procedures, as applicable to the Company and its Subsidiaries, designed to ensure, and which are reasonably expected to continue to ensure, compliance with all applicable Anti-Corruption Laws and Sanctions. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to Anti-Corruption Laws or Sanctions is pending or, to the Knowledge of the Company, threatened.

Compliance with Laws; Permits. (a) The Company and each of the Company’s Company Subsidiaries (i) are, and since April 1, 2014, have complied been, in compliance with and not defaulted under all Laws applicable to the Company or violated any applicable Laws and none of them has violated, the Company Subsidiaries or been threatened to be charged or given notice of any violation of any Law, at by which any of their respective propertiesproperties or businesses are bound or any regulation issued under any of the foregoing and (ii) since April 1, 2014, have not been notified by any Governmental Body of any violation, or any investigation with respect to any such Law, in each case, except where for any such non-compliancenoncompliance, default violation or violation, individually or in the aggregate, investigation that has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession each of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company Subsidiaries are, and since April 1, 2014, have been, in compliance in all material respects with United States and foreign export control laws and regulations, including: the United States Export Administration Act and implementing Export Administration Regulations; the Arms Export Control Act and implementing International Traffic in Arms Regulations; and the Company’s Subsidiaries various economic sanctions laws administered by OFAC, applicable to ownits export transactions, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)in each case, except where the failure to have for any such Company Permit, individually or in the aggregate, violation that has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Without limiting the foregoing, there are no pending or, to the Knowledge of the Company, threatened claims or investigations by any Governmental Body of potential violations against the Company Permits are or any Company Subsidiary with respect to export activity or licenses or other related approvals, in full force and effecteach case, except where the failure with respect to be in full force and effect, individually or in the aggregate, any such violation that 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have a Company Material Adverse Effect. (c) The Company is in compliance, to the extent applicable, with the Bank Secrecy Act and its implementing regulations, state money services Laws, state and federal gift card Law, state unclaimed property Law, and the NACHA Operating Rules and Guidelines and other payment system rules, in each case, except for any such violation that has not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness thathave, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. (d) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, since April 1, 2014, neither the Company nor any Company Subsidiary nor any director, officer, employee, or, to the Knowledge of the Company, agent of the Company or any Company Subsidiary has taken any action, directly or indirectly, that would result in a violation by any such persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the U.K. Bribery Act of 2010 and the rules and regulations thereunder or any other anti-bribery/corruption legislation promulgated by any Governmental Body. (e) Since January 1, 2016, neither the Company nor any of the Company Subsidiaries has received any notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and each such Permit has been validly issued or obtained and is in full force and effect, except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect

Compliance with Laws; Permits. (a) The Each Company is (and each of the Company’s have complied since January 1, 2020 has been) in compliance with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective propertiesall Applicable Laws, except where the failure to be in compliance with such non-compliance, default or violation, individually or in the aggregate, has not had, and Applicable Laws would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since January 1, 2020, none of the Companies (nor Seller or any of its other Affiliates, with respect to the Business) has received written notice of any actual, alleged, possible or potential violation of, or failure to comply with, any Applicable Law by any Company, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of Seller, no investigation or audit by any Governmental Authority with respect to any Company is pending, nor has any Governmental Authority notified Seller or any of the Companies in writing of an intention to conduct any such investigation or audit, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the CompanyEach Company holds, any of its Subsidiariesand is in compliance with, nor any of their respective directorsall permits, officerslicenses, employees norvariances, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grantsexemptions, authorizations, licensesorders and approvals of all Governmental Authorities (collectively, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity “Permits”) necessary for the Company and lawful operation of the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)Business, except where the absence of any such Permit or failure to have any such Company Permit, individually or be in the aggregate, has not had, and compliance would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, a Material Adverse Effect. Each Permit is, and since January 1, 2020 has been, valid and in full force and effect and has not hadbeen suspended, revoked, cancelled or adversely modified, and is not the subject of a written notice to that effect, and, to the knowledge of Seller, is not and has not been the subject of a Proceeding threatening to suspend, revoke, cancel or adversely modify any such Permit, except where any of the foregoing would not reasonably be expected to have, a Company Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Except as would not constitute a Company Material Adverse Effect, the Company and each its Subsidiaries (i) are, and since December 31, 2016 have been, in compliance with all Laws and Orders applicable to the Company and its Subsidiaries, and (ii) to the Knowledge of the Company’s , are not under investigation by any Governmental Entity with respect to, and have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged with or given notice of by any Governmental Entity of, any violation of any Lawsuch Law or Order. Except as would not constitute a Company Material Adverse Effect, at each of the Company and its Subsidiaries has in effect all licenses, certificates, authorizations, consents, permits, approvals and other similar authorizations of, from or by a Governmental Entity necessary for it to own, lease or operate its properties and assets and to carry on its business as currently conducted (collectively, “Permits”). No default has occurred under, and there exists no event that, with or without notice, lapse of time or both, would result in a default under, or would give to others any right of revocation, non-renewal, adverse modification or cancellation of, any such Permit, and neither the Company nor any of their respective propertiesits Subsidiaries has received any cease and desist letters or material written inquiries from any Governmental Entity with respect to any such Permit, except where such non-complianceexcept, default or violationin each case, individually or in the aggregate, has not had, and as would not reasonably be expected to have, constitute a Company Material Adverse Effect. (b) Neither Except as would not constitute a Company Material Adverse Effect, since December 31, 2016, none of the Company, any of its SubsidiariesSubsidiaries or, nor to the Knowledge of the Company, any of their respective directors, officers, agents or employees nor, to the Knowledge of acting on the Company, consultants, joint venture partners, agents, representatives ’s or any other Person associated with or acting on their behalf, its Subsidiaries’ behalf have directly or indirectly (i)) used any corporate, made, promised, offered, or authorized Company (Aand/or Subsidiary) funds for any unlawful payment contribution, gift, entertainment or the other unlawful transfer of anything of valueexpense relating to political activity or 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, employee or agent, political party or any official in each case in violation of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated otherwise violated, any provision of the United States Foreign Corrupt Practices Act of 1977, as amended, or and any rules or regulations promulgated thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company PermitsFCPA”), except where or the failure to have any such Company Permit, individually or in UK Bribery Act (the aggregate, has not had, and “Bribery Act”). Except as would not reasonably be expected to have, constitute a Company Material Adverse Effect, the Company and its Subsidiaries have instituted policies and procedures reasonably designed to ensure compliance with the FCPA and the Bribery Act and since December 31, 2016 have maintained such policies and procedures in force. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, and Except as would not reasonably be expected to have, constitute a Company Material Adverse Effect. The Company and each , since December 31, 2016, neither the Company, any of its Subsidiaries are in compliance with nor, to the terms Knowledge of the Company PermitsCompany, any of their respective directors, officers, agents or employees acting on the Company’s or its Subsidiaries’ behalf has directly or indirectly taken any action in violation of any export restrictions, anti-boycott regulations, embargo regulations or other than failures to be in compliance thatsimilar applicable United States or foreign laws. To the Knowledge of the Company, individually or in the aggregate, have not had, and except as would not reasonably be expected to result in, constitute a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result , (A) none of the consummation Company’s or any of its Subsidiaries’ directors, officers or employees is a “specially designated national” or blocked person under United States sanctions administered by the Office of Foreign Assets Control of the transactions contemplated by this AgreementU.S. Department of the Treasury (“OFAC”) and (B) since December 31, other than cessations 2016, neither the Company nor any of effectiveness thatits Subsidiaries has engaged in any business with any Person with whom, individually or in the aggregateany country in which, would not reasonably be expected it is prohibited for a United States person to result in a Company Material Adverse Effectengage under applicable United States sanctions administered by OFAC.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries is and, since June 30, 2014, has been in compliance with the Company’s have complied with and not defaulted under or violated any applicable Laws and none Orders applicable to each of them has violatedthe Company and its Subsidiaries, or been threatened in each case except to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violationthe extent that the failure to comply therewith would not, individually or in the aggregate, has not had, and would not reasonably be expected to havehave a Company Material Adverse Effect. Since June 30, 2014, neither the Company nor any of its Subsidiaries has received any notices of violation with respect to any Laws applicable to it, in each case other than as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Neither In furtherance and not in limitation of the foregoing: (i) in the last five (5) years, neither the Company nor any of its Subsidiaries or any of their respective directors officers, or employees (in each case acting in their capacity as such), or, to the Company’s knowledge, any of its Subsidiaries, nor any of or their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, agents or representatives or any other Person associated with or acting on their behalfbehalf or for their benefit, have directly or indirectly (i)paid, madeoffered, promised, offered, or authorized (A) any unlawful the payment of money or the unlawful transfer of anything of value, directly or indirectly, to any government official, government employee (including an employee of a state-owned or agent-controlled entity), political party, political party official, candidate for public office, officer or employee of a public international organization for the purpose of influencing any official act or decision or to secure an improper advantage in order to obtain or retain business; neither the Company nor any of its Subsidiaries has violated any applicable Anti-Corruption Law; the Company and its Subsidiaries have implemented and maintain internal controls reasonably designed to prevent and detect such violations; the Company and its Subsidiaries have maintained such books and records as are required pursuant to applicable Anti-Corruption Laws; and the Company and its Subsidiaries have not Table of Contents violated any applicable Anti-Corruption Law. In the last five (5) years, to the knowledge of the Company, there has not been any internal investigation, third-party investigation (including by any Governmental Authority or any official of such partystate-owned or -controlled entity), internal or external audit, or political candidate, internal or (B) external report that involves any unlawful bribe, rebate, influence payment, kickback allegation or similar unlawful payment, information concerning possible violations of any Anti-Corruption Law applicable to the Company or its Subsidiaries and neither the Company nor its Subsidiaries have any reasonable basis to believe such a violation has or may have occurred; and (ii) violated the Foreign Corrupt Practices Act operations of 1977the Company and its Subsidiaries are, as amendedand for the last five (5) years, have been, conducted in material compliance with all applicable financial recordkeeping and reporting requirements and anti-money laundering Laws. For the last five (5) years, to the knowledge of the Company, there has not been any internal investigation, third-party investigation (including by any Governmental Authority or any state-owned or controlled entity), internal or external audit, or internal or external report that involves any rules allegation or regulations thereunder or information concerning possible violations of any similar applicable financial recordkeeping and reporting requirements and anti-corruption or anti-bribery money laundering Laws applicable to the Company or any of its Subsidiaries in and neither the Company nor its Subsidiaries have any jurisdiction outside the United Statesreasonable basis to believe such a violation has or may have occurred. (c) The Neither the Company nor its Subsidiaries manufacture, sell, export, or possess any equipment, products, software, systems, or technical data that are controlled under the International Traffic in Arms Regulations (22 C.F.R. §§ 120–130) or the Export Administration Regulations (15 C.F.R. §§ 730–774), except for items that are properly classified under EAR99. Neither the Company nor its Subsidiaries nor any of their directors, officers, or employees, is a person that is designated on, or is owned or controlled by a person that is designated on (i) 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 the United States’ Department of the Treasury’s Office of Foreign Asset Control; or (ii) located, organized or resident in a country or territory that is the subject of comprehensive sanctions imposed by the United States, European Union or United Kingdom (including Cuba, Iran, North Korea, Sudan, Syria and the Crimean region of the Ukraine). For the last five (5) years, neither the Company nor its Subsidiaries have engaged in any transaction involving any such designated person or any country or territory subject to comprehensive sanctions imposed by the United States, European Union or United Kingdom. For the last five (5) years, to the knowledge of the Company, there has not been any internal investigation, third-party investigation (including by any Governmental Authority or any state-owned or controlled entity), internal or external audit, or internal or external report that involves any allegation or information concerning possible violations of any export controls or sanctions laws applicable to the Company or its Subsidiaries and neither the Company nor its Subsidiaries have any reasonable basis to believe such a violation has or may have occurred. (d) Except as would not have or reasonably be expected to have a Company Material Adverse Effect, (i) each of the Company and the Company’s its Subsidiaries are is in possession of all material franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, waivers, exemptions and orders other permits of any Governmental Entity Authority and third party (“Permits”) necessary for the Company and the Company’s Subsidiaries it to own, lease and operate their its properties and assets or to carry on their businesses its business as they are it is now being conducted (collectively, the “Company Permits”), except where the failure to have any such (ii) each Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are Permit is in full force and effect, except where and (iii) neither the failure to be in full force and effect, 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 nor any of its Subsidiaries are is, or since June 30, 2014 has been, in compliance conflict with the terms or default or violation of any of the Company Permits, other than failures to be in compliance that. Except as would not, individually or in the aggregate, have not had, and would not or reasonably be expected to result in, have a Company Material Adverse Effect. No , (A) no termination, revocation, suspension, modification or cancellation of any of the Company Permit shall cease Permits is pending or, to be effective the knowledge of the Company, threatened and (B) neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority threatening to (x) terminate, suspend, revoke, cancel, withdraw or modify in an adverse manner any of the Company Permits or (y) give any notice of the intention of any Governmental Authority to impose any civil penalty on the Company or any of its Subsidiaries as a result of any deviation from the term of any Permit, Law or Order. Table of Contents (e) No customer or other user has been provided any service, and no business or revenue has been generated, under the Section 214 Authorizations. (f) (i) The Company and its Subsidiaries have all Company Permits issued or granted by any Governmental Authority regulating telecommunications businesses (“Telecom Licenses”) and Section 3.5(f)(i) of the Company Disclosure Letter sets forth a true and complete list of all Telecom Licenses and (ii) Section 3.5(f)(ii) of the Company Disclosure Letter sets forth a true and complete list of any Governmental Consents necessary in connection with the consummation of the transactions contemplated by this AgreementTransactions with respect to the Telecom Licenses (such Governmental Consents, other than cessations whether or not listed on Section 3.5(f)(ii) of effectiveness thatthe Company Disclosure Letter, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect“Telecom Consents”).

Compliance with Laws; Permits. Except with respect to the matters described in Section 4.5, Section 4.9, Section 4.10, Section 4.11 and Section 4.16, which are excluded from the provisions of this Section 4.8: (a) The Company and each its Subsidiaries are in compliance in all material respects with all laws (including common laws), statutes, ordinances, codes, rules, regulations and other legal requirements enacted, issued, adopted, promulgated, entered into or applied by a Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries. Since January 1, 2014, neither the Company nor any Subsidiary has received written notice from any Governmental Authority stating that the Company or any of its Subsidiaries is not in compliance in any material respect with any applicable Law, nor has the Company or any of its Subsidiaries been charged by any Governmental Authority with, or to the Knowledge of the Company’s have complied , are not under investigation by any Governmental Authority with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened respect to be charged or given notice of any violation of any Lawapplicable Law or Order, at or commenced any internal investigation with respect to any of the foregoing matters in this Section 4.8, The Company and each of its Subsidiaries hold, and are in compliance with (including in respect of the Leased Real Property), all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities required by Law for the conduct of their respective propertiesbusinesses as they are now being conducted (collectively, “Company Permits”), except where such non-complianceas would not have, default or violationwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2014, neither the Company nor any of its Subsidiaries has received written notice that any Company Permit will be terminated or modified or cannot hadbe renewed in the ordinary course of business, and except for any terminations, modifications or nonrenewals that would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the Company, nor any of its Subsidiaries, nor, to the Company’s Knowledge, any of their respective directors or officers, nor any of their respective employees or agents or any other Person authorized to act, and acting, on behalf of the Company or its Subsidiaries has: (a) directly or indirectly, in connection with the business activities of the Company or its Subsidiaries used any corporate funds for unlawful gifts, contributions, entertainment or other unlawful expenses relating to political activity to or for the benefit of any government official, candidate for public office, political party or political campaign, (b) made any direct or indirect unlawful payments to any foreign governmental officials or employees or to any foreign political parties or campaigns from corporate funds, (c) violated any provision of the Foreign Corrupt Practices Act of 1977, the U.K. Xxxxxxx Xxx 0000, or any other anti-corruption or anti-bribery law of any jurisdiction in which the Company or its Subsidiaries operate (collectively, “Anti-Corruption Laws”), or (d) made any other unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign government official. To the Company’s Knowledge, no Governmental Authority is investigating or has in the past five years conducted, initiated or threatened any investigation of the Company or any of its Subsidiaries or any of their respective officers, directors or employees in connection with an alleged or possible violation of any Anti-Corruption Law. (c) The Company and its Subsidiaries are, and at all times since January 1, 2012 have been, in all material respects, in compliance with all applicable customs, import and export control and economic sanctions Laws, regulations, and executive orders of the United States, the United Nations Security Council, the European Union, the United Kingdom, Israel and of each other country in which the Company conducts business (each, a “Sanctions Authority”). (d) None of the Company, any Subsidiary, nor to the Company’s knowledge, any of their respective officers, directors, employees, agents or representatives (i) has been or is designated on any economic or financial sanctions list maintained by any Sanctions Authority, including the U.S. Office of Foreign Assets Control’s List of Specially Designated Nationals and Blocked Persons, Sectoral Sanctions Identification List, or Foreign Sanctions Evader List, or any other similar list maintained by any other applicable Sanctions Authority, (ii) has participated in the past five (5) years in any transaction involving, directly or indirectly, such a designated person or entity, or involving any country or territory that is subject to comprehensive territorial sanctions administered by any applicable Sanctions Authority, or (iii) has maintained at any time in the past five years or maintains any offices, branches, operations, assets, investments, employees, or agents in any country or territory that is subject to comprehensive territorial sanctions administered by any applicable Sanctions Authority. (e) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures designed to ensure compliance by the Company and its Subsidiaries and their respective directors, officers, employees norand agents with Anti-Corruption Laws, Money Laundering Laws, and all applicable customs, trade, import and export control and economic sanctions laws, regulations, and executive orders of all applicable Governmental Authorities, including applicable Sanctions Authorities, and the Company and its Subsidiaries are in compliance in all material respects with all such Laws and requirements. (f) The operation of the Company and its Subsidiaries is and has been conducted at all times in compliance in all material respects with all anti-money laundering Laws and all applicable financial record keeping and reporting requirements, rules, regulations and guidelines applicable to the Company (collectively, “Money Laundering Laws”) and no proceeding by or before any Governmental Authority involving the Company or its Subsidiaries with respect to Money Laundering Laws is pending or, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or threatened. (g) The Company has undertaken commercially reasonable efforts to eliminate Conflict Minerals from each Company Product and any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, products currently proposed to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to be manufactured by the Company or any on its behalf in the future. “Conflict Minerals” means columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which originate in the Democratic Republic of its Subsidiaries in any jurisdiction outside Congo or other country the exploitation and trade of which is determined by the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries States to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or be financing conflict in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually Democratic Republic of Congo 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effectcountry.

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violatedExcept as set forth in Schedule 4.15, or been threatened to be charged or given notice of any violation of any Lawsince December 31, at any of their respective properties2007, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to neither the Company or nor any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of has violated or failed to comply with all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries Laws applicable to own, lease and operate their properties and assets its business or to carry on their businesses as they are now being conducted (the “Company Permits”)operations, except where in each case to the failure to have any extent that such Company Permitviolation or failure, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in Damages in excess of $10,000,000.00. Each of the Company and its Subsidiaries own and/or possess all permits, licenses, variances, authorizations, exemptions, orders, registrations, franchises, consents and approvals of all Governmental Entities (the “Permits”) which are required for its businesses, activities and operations, except where the absence of such Permits, individually and in the aggregate, would not reasonably be expected to result in Damages in excess of $10,000,000.00. The Company and its Subsidiaries have been in compliance in all respects with the terms of such Permits, except for such instances of non-compliance which have been cured or which, individually and in the aggregate, would not reasonably be expected to result in Damages in excess of $10,000,000.00. All such Permits are in full force and effect and neither the Company nor any of its Subsidiaries has received notice that any suspension, modification or revocation of any of them is pending or, to the Knowledge of the Company, threatened nor, to the Knowledge of the Company, do any grounds exist for any such action, except for such suspensions, modifications or revocations that, individually and in the aggregate, would not reasonably be expected to result in Damages in excess of $10,000,000.00. All material applications required to have been filed for the renewal of the Permits have been duly filed with the appropriate Governmental Entity, and all other material filings required to have been made with respect to such Permit have been duly made on a timely basis with the appropriate Governmental Entity, except for such instances of failure to file that, individually or in the aggregate, do not have a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of the Company’s Company Subsidiary are and have complied been since December 31, 2015 in compliance with and are not defaulted in default under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any in violation of any LawLaws (including Environmental Laws) applicable to the Company, at such Subsidiaries or any of their respective propertiesproperties or assets, except where such non-compliance, default or violation, individually or in the aggregate, violation has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Notwithstanding anything to the contrary in this Section 4.9(a), the provisions of this Section 4.9(a) shall not apply to matters addressed in Section 4.9(c), Section 4.10, Section 4.11 and Section 4.12. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Company Subsidiaries are and since December 31, 2015 have been in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, registrations, clearances and orders of any Governmental Entity and/or Program Lender or pursuant to any applicable Law necessary for the Company and the Company’s Company Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such of the Company Permit, individually or in the aggregate, Permits has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Except as 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 in full force and effect, except where no default (with or without notice, lapse of time or both) has occurred under any such Company Permit and none of the failure Company or any Company Subsidiary has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any such Company Permit. (c) Except as has not been and would not reasonably be in full force and effectexpected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since December 31, 2015, neither the Company nor the Company Subsidiaries, in connection with the business of the Company or any Company Subsidiary, or, to the knowledge of the Company, any other third party, in each case, acting on behalf of the Company or any Company Subsidiary, have taken any action in violation of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other applicable domestic or foreign anti-bribery or anti-corruption laws (collectively, “Bribery Legislation”). (d) Except as has not hadbeen and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since December 31, 2015, neither the Company nor the Company Subsidiaries have been subject to any actual, pending, or, to the Company’s knowledge, threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving the Company or any Company Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA. (e) The Company and the Company Subsidiaries have taken all necessary action, including filing all necessary claims, and have met all the necessary requirements to qualify for the relief set forth in the no-action letter (No. 12-44) issued by the Commodity Futures Trading Commission Division of Swap Dealer and Intermediary Oversight on December 7, 2012 (the “No-Action Letter”). Prior to the date hereof, the Company has provided Parent with accurate and complete copies of all claims submitted by the Company or any of the Company Subsidiaries pursuant to the No-Action Letter and any other written communications with respect thereto. (f) The Operators currently have all Permits which are required for the operation of their respective businesses as presently conducted and as presently intended to be conducted (the “Operator Permits”), other than those the failure of which to possess has not had and 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 in compliance with To the terms Knowledge of the Company PermitsCompany, other than failures no Operator 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 of any term, condition or provision of any Operator Permit, and there are no facts or circumstances which could form the basis for any such default or violation, in each case except as had not had and would not reasonably be expected to be in compliance thathave, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease To the Knowledge of the Company, there are no legal proceedings pending or threatened, relating to the suspension, revocation or modification of any material Operator Permit. To the Knowledge of the Company, none of the Operator Permits will be effective as a result of impaired or in any material way affected by the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company Parent Companies are in, and each of the Company’s at all times since January 1, 2020, have complied been in, compliance with and not defaulted under all Laws applicable to them or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at by which any of their respective propertiesassets or properties are bound, except where for such non-compliance, default violations or violationnoncompliance, individually or in the aggregate, has that have not had, and would not reasonably be expected to have, have a Company Parent Material Adverse Effect. (b) Neither the Company. Since January 1, any of its Subsidiaries2020, nor any of their respective directors, officers, employees nor, to the Knowledge none of the Company, consultants, joint venture partners, agents, representatives or Parent Companies has received any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any written communication from a Governmental Entity necessary for the that alleges that any Parent Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)is not in compliance with any material Law, except where the failure to have any for such Company Permitnoncompliance, individually or in the aggregate, that has not had, had and would not reasonably be expected to have, a Company Parent Material Adverse Effect. (b) Except as, individually or in the aggregate, would not reasonably be expected to result in a material liability to the Parent Companies, taken as a whole, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2020, have been in, compliance in all material respects with the Fraud and Bribery Laws, and none of the Parent Companies nor, to the knowledge of Parent, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Parent Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (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) 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. (c) The Parent Companies have in effect all material Permits necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, would not reasonably be expected to have, a Parent Material Adverse Effect. All Company material Permits of the Parent Companies are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Parent Material Adverse Effect. The Company and each To the knowledge of its Subsidiaries are in compliance with the terms of the Company PermitsParent, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness thatexcept as, individually or in the aggregate, would not reasonably be expected to result be material and adverse to the Parent Companies, taken as a whole, each employee of any of the Parent Companies has in a Company Material Adverse Effecteffect all material Permits necessary for such employee to carry on the business of the Parent Companies as now conducted by such employee.

Compliance with Laws; Permits. (a) (i) The Company Acquired Companies are in, and each of the Company’s at all times since January 1, 2020, have complied been in, compliance with and not defaulted under all Laws applicable to them or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at by which any of their respective propertiesbusinesses, activities, assets or properties are bound, except where for such non-compliance, default violations or violationnoncompliance, individually or in the aggregate, has that have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or Effect and (ii) violated since January 1, 2020, none of the Foreign Corrupt Practices Act of 1977, as amended, or Acquired Companies has received any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any written communication from a Governmental Entity necessary for the that alleges that any Acquired Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)is not in compliance with any Law, except where the failure to have any for such Company Permitnoncompliance, individually or in the aggregate, that has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. To the knowledge of the Company, except for routine audits or inspections, no investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending, nor has any Governmental Entity indicated to the Company or any of its Subsidiaries in writing an intention to conduct any such investigation, except for such investigations the outcomes of which, individually or in the aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as, individually or in the aggregate, would not reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2019, have been in, compliance in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78a et seq. (1997 and 2000)), and any other applicable foreign or domestic anticorruption or anti-bribery Laws (collectively, the “Fraud and Bribery Laws”), and none of the Acquired Companies nor, to the knowledge of the Company, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Acquired Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (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) taken any action or made any omission in violation of any applicable law governing or relating to corrupt practices or money laundering. (c) Except as, individually or in the aggregate, is not or would not reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and at all times within the past five (5) years, have been in, compliance with applicable Sanctions and Export Control Laws. Without limiting the foregoing, except as, individually or in the aggregate, is not or would not reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, there are no pending or threatened claims or investigations by any Governmental Entity against or involving any of the Acquired Companies with respect to any actual or alleged violations of Export Control Laws or Sanctions. (d) None of the Acquired Companies nor any of their directors, officers, or employees, or any other Persons acting for or on behalf of any of the foregoing, is or has been within the past five (5) years (i) a Sanctioned Person; (ii) subject to debarment or any list-based designations under the Export Control Laws; or (iii) engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Person or a person subject to debarment or any list-based designations under the Export Control Laws (except as set forth in Section 3.10(d) of the Company Disclosure Letter). (e) The Company has implemented and maintains policies and procedures to promote compliance with Sanctions Laws and Export Control Laws. (f) The Acquired Companies have in effect all material permits, licenses, grants, easements, clearances, variances, exceptions, consents, certificates, exemptions, registrations, authorizations, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”) necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, have not or would not reasonably be expected to have a Company Material Adverse Effect. All Company material Permits of the Acquired Companies are in full force and effect, except where the failure to be in full force and effect, 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 To the terms knowledge of the Company PermitsCompany, other than failures to be in compliance thatexcept as, individually or the in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to be material and adverse to the Acquired Companies, taken as a whole, each employee of any of the Acquired Companies has in effect all material Permits necessary for such employee to carry on the business of the Acquired Companies as now conducted by such employee. Except as has not had or would not, individually or in the aggregate, reasonably be expected to result in a material liability to the Acquired Companies, taken as a whole, (i) no Permit has been revoked, suspended, terminated or materially impaired in any manner since January 1, 2019, (ii) neither the Company Material Adverse Effectnor any of its Subsidiaries is in default or violation, in any respect, of any of the Company Permits and (iii) since January 1, 2020, neither the Company nor any Company Subsidiary has received any written notice regarding any of the matters set forth in the foregoing clauses (i) and (ii).

Compliance with Laws; Permits. (a) The Except as would not constitute a Company Material Adverse Effect, the Company and each its Subsidiaries (i) are, and since January 25, 2020 have been, in compliance with all Laws and Orders applicable to the Company and its Subsidiaries, and (ii) to the Knowledge of the Company’s , are not under investigation by any Governmental Entity with respect to, and have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged with or given notice of by any Governmental Entity of, any violation of any Lawsuch Law or Order. Except as would not constitute a Company Material Adverse Effect, at each of the Company and its Subsidiaries has in effect all licenses, certificates, authorizations, consents, permits, approvals and other similar authorizations of, from or by a Governmental Entity necessary for it to own, lease or operate its properties and assets and to carry on its business as currently conducted (collectively, “Permits”). No default has occurred under, and there exists no event that, with or without notice, lapse of time or both, would result in a default under, or would give to others any right of revocation, non-renewal, adverse modification or cancellation of, any such Permit, and neither the Company nor any of their respective propertiesits Subsidiaries has received any cease and desist letters or material written inquiries from any Governmental Entity with respect to any such Permit, except where such non-complianceexcept, default or violationin each case, individually or in the aggregate, has not had, and as would not reasonably be expected to have, constitute a Company Material Adverse Effect. (b) Neither Except as would not constitute a Company Material Adverse Effect, since January 26, 2019, none of the Company, any of its SubsidiariesSubsidiaries or, nor to the Knowledge of the Company, any of their respective directors, officers, agents or employees nor, to the Knowledge of acting on the Company, consultants, joint venture partners, agents, representatives ’s or any other Person associated with or acting on their behalf, its Subsidiaries’ behalf have directly or indirectly (i)) used any corporate, made, promised, offered, or authorized Company (Aand/or Subsidiary) funds for any unlawful payment contribution, gift, entertainment or the other unlawful transfer of anything of valueexpense relating to political activity or 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, employee or agent, political party or any official in each case in violation of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated otherwise violated, any provision of the United States Foreign Corrupt Practices Act of 1977, as amended, or and any rules or regulations promulgated thereunder (the “FCPA”), or the UK Bribery Act (the “Bribery Act”). Except as would not constitute a Company Material Adverse Effect, the Company and its Subsidiaries have instituted policies and procedures reasonably designed to ensure compliance with the FCPA and the Bribery Act and since January 26, 2019 have maintained such policies and procedures in force. Except as would not constitute a Company Material Adverse Effect, since January 26, 2019, neither the Company, any similar of its Subsidiaries nor, to the Knowledge of the Company, any of their respective directors, officers, agents or employees acting on the Company’s or its Subsidiaries’ behalf has violated any (x) U.S. export control laws administered by the Bureau of Industry and Security at the United States Department of Commerce (“BIS”) or the Directorate of Defense Trade Controls at the U.S. Department of State, or (y) U.S. anti-corruption boycott regulations administered by the Office of Antiboycott Compliance at the BIS. To the Knowledge of the Company, except as would not constitute a Company Material Adverse Effect, (A) the Company, its Subsidiaries, or anti-bribery Laws applicable to the Company Company’s or any of its Subsidiaries’ directors, officers or employees are not listed on the Specially Designated Nationals and Blocked Persons List administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) and (B) since January 26, 2019, neither the Company nor any of its Subsidiaries has directly engaged in any jurisdiction outside the business with any Person with whom, or in any country in which, it is prohibited for a United StatesStates person to engage under applicable United States sanctions administered by OFAC. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses Except as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, constitute a Company Material Adverse Effect. All , the Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not hadits Subsidiaries are, and would not reasonably be expected since January 26, 2019 have been, in compliance with all state and federal Laws related to have, a Company Material Adverse Effect. The consumer product safety applicable to the Company and each its Subsidiaries, and, as of the date hereof, neither the Company nor any of its Subsidiaries are has failed to report to the Consumer Product Safety Commission (the “CPSC”) in compliance a timely manner any information that is required to be reported to the CPSC under Section 15 of the Consumer Product Safety Act, and the Company is not aware of any information currently that would require reporting to the CPSC with the terms possibility of the Company Permits, a recall or other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effectcorrective action.

Compliance with Laws; Permits. (a) The Company and After December 31, 2011, the businesses of each of the Company’s Company and its Subsidiaries (including the ownership and maintenance of all its assets) have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any conducted in violation of any Lawfederal, at 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 their respective propertiesany Governmental Entity (collectively, “Laws”), except where such non-compliance, default or violationfor violations that, individually or in the aggregate, has have not had, had and would are not reasonably be expected likely to have, have a Company Material Adverse Effect. (b) Neither the Company. No investigation, audit or review by any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated Governmental Entity with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable 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 jurisdiction outside of its Subsidiaries’ processes, properties, assets or procedures in connection with any applicable Laws, except such changes that, individually or in the United States. (c) aggregate, have not had and are not reasonably likely to have a Material Adverse Effect, and, since January 1, 2012, 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 the Company’s its Subsidiaries are in possession of hold all franchises, grantsgovernmental licenses, authorizations, licenses, permits, easementsconsents, approvals, variances, exceptions, consents, certificates, approvals exemptions and orders of any Governmental Entity necessary for the operation of the businesses of the Company and the Company’s Subsidiaries to ownits Subsidiaries, lease and operate their properties and assets or to carry on their businesses taken as they are now being conducted a whole (the “Company Permits”), except where the failure to have any for such Company Permitfailures that, individually or in the aggregate, has have not had, had and would are not reasonably be expected likely to have, have a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 is in compliance with the terms of the Company Permits, other than except for failures to be in compliance comply or violations that, individually or in the aggregate, have not had, had and would are not reasonably be expected likely to result in, have a Company Material Adverse Effect. No Since December 31, 2011, 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 shall cease to be effective that has not been cured as a result of the consummation date of this Agreement. (b) Neither the Company nor any director, officer, other employee or agent of the transactions contemplated by this AgreementCompany has violated any provision of the Foreign Corrupt Practice Act of 1977, as amended, or any similar foreign Law. (c) Since December 31, 2011, neither the Company nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any alleged irregularity, misstatement or omission or other than cessations potential violation or liability arising under or relating to the Foreign Corrupt Practice Act of effectiveness that1977, individually as amended, or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effectany similar Law.

Compliance with Laws; Permits. (a) The Company Great Lakes and each its Subsidiaries are in compliance with all laws (including common law), statutes, ordinances, codes, rules, regulations, decrees and orders of the Company’s have complied with and not defaulted under Governmental Authorities (collectively, "Laws") applicable to Great Lakes or violated any applicable Laws and none of them has violatedits Subsidiaries, or been threatened to be charged or given notice of any violation of any Law, at any of their respective propertiesproperties or other assets or any of their respective businesses or operations, except where such non-compliance, default for instances of noncompliance or violationpossible noncompliance that, individually or in the aggregate, has have not had, had and would not reasonably be expected to have, have a Company Great Lakes Material Adverse Effect. (b) Neither . Since December 31, 2003, neither Great Lakes nor any of its Subsidiaries has received written notice to the Company, effect that a Governmental Authority claimed or alleged that Great Lakes or any of its Subsidiaries was not in compliance with all Laws applicable to Great Lakes or any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives properties or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company assets or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets respective businesses or to carry on their businesses as they are now being conducted (the “Company Permits”)operations, except where the failure to have any such Company Permitfor instances of noncompliance or possible noncompliance that, individually or in the aggregate, has have not had, had and would not reasonably be expected to have, have a Company Great Lakes Material Adverse Effect. All Company Permits are Great Lakes and each of its Subsidiaries hold or have in full force effect all licenses, franchises, permits, certificates, approvals and effectauthorizations 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, "Great Lakes Permits"), except where for such Great Lakes Permits the failure of which to be hold or have in full force and effect, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have a Company Great Lakes Material Adverse Effect. The Company , and each there has occurred no violation of, default (with or without notice or lapse of its Subsidiaries are in compliance time or both) under, or event giving to others any right of termination, amendment or cancellation of, with the terms or without notice or lapse of the Company Permitstime or both, other than failures to be in compliance any Great Lakes Permit, except for violations, defaults or events that, individually or in the aggregate, have not had, had and would not reasonably be expected to result in, have a Company Great Lakes Material Adverse Effect. No Company Permit shall cease to be effective as a result of the The consummation of the transactions contemplated by this AgreementMerger, other than cessations in and of effectiveness itself, will not cause the revocation or cancellation of any Great Lakes Permit, except for such revocations or cancellations that, individually or in the aggregate, would not reasonably be expected to result in have a Company Great Lakes Material Adverse Effect. (b) Great Lakes 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 the Sarbanes-Oxley Act of 2002 and the related rules and regulations promulgated under such act or the Xxxxxxxx Xxx ("Sarbanes-Oxley") and (ii) the applicable listing and corporate governance rules and regulations of xxx Xxx Xxxx Xtock Exchange and the Pacific Stock Exchange. Great Lakes has previously disclosed to Crompton any of the information required to be disclosed by Great Lakes and certain of its officers to the Board of Directors of Great Lakes or any committee thereof pursuant to the certification requirements contained in Form 10-K and Form 10-Q under the Exchange Act. (c) Great Lakes 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 Great Lakes, including its consolidated Subsidiaries, is made known to Great Lakes' 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 Great Lakes' principal executive officer and its principal financial officer to material information required to be included in Great Lakes' periodic reports required under the Exchange Act. (d) Great Lakes has disclosed, based on its most recent evaluation prior to the date hereof, to Great Lakes' auditors and the audit committee of the Board of Directors of Great Lakes and to Crompton (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 Great Lakes' 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 Great Lakes' internal controls over financial reporting.

Compliance with Laws; Permits. (a) The Except as would not constitute a Company Material Adverse Effect, the Company and each its Subsidiaries (i) are, and since December 31, 2017 have been, in compliance with all Laws and Orders applicable to the Company and its Subsidiaries, and (ii) to the Knowledge of the Company’s , are not under investigation by any Governmental Entity with respect to, and have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged with or given notice of by any Governmental Entity of, any violation of any Lawsuch Law or Order. Except as would not constitute a Company Material Adverse Effect, at each of the Company and its Subsidiaries has in effect all licenses, certificates, authorizations, consents, permits, approvals and other similar authorizations of, from or by a Governmental Entity necessary for it to own, lease or operate its properties and assets and to carry on its business as currently conducted (collectively, “Permits”). No default has occurred under, and there exists no event that, with or without notice, lapse of time or both, would result in a default under, or would give to others any right of revocation, non-renewal, adverse modification or cancellation of, any such Permit, and neither the Company nor any of their respective propertiesits Subsidiaries has received any cease and desist letters or material written inquiries from any Governmental Entity with respect to any such Permit, except where such non-complianceexcept, default or violationin each case, individually or in the aggregate, has not had, and as would not reasonably be expected to have, constitute a Company Material Adverse Effect. (b) Neither Except as would not constitute a Company Material Adverse Effect, since December 31, 2017, none of the Company, any of its SubsidiariesSubsidiaries or, nor to the Knowledge of the Company, any of their respective directors, officers, agents or employees nor, to the Knowledge of acting on the Company, consultants, joint venture partners, agents, representatives ’s or any other Person associated with or acting on their behalf, its Subsidiaries’ behalf have directly or indirectly (i)) used any corporate, made, promised, offered, or authorized Company (Aand/or Subsidiary) funds for any unlawful payment contribution, gift, entertainment or the other unlawful transfer of anything of valueexpense relating to political activity or 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, employee or agent, political party or any official in each case in violation of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated otherwise violated, any provision of the United States Foreign Corrupt Practices Act of 1977, as amended, or and any rules or regulations promulgated thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company PermitsFCPA”), except where or the failure to have any such Company Permit, individually or in UK Bribery Act (the aggregate, has not had, and “Bribery Act”). Except as would not reasonably be expected to have, constitute a Company Material Adverse Effect, the Company and its Subsidiaries have instituted policies and procedures reasonably designed to ensure compliance with the FCPA and the Bribery Act and since December 31, 2017 have maintained such policies and procedures in force. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, and Except as would not reasonably be expected to have, constitute a Company Material Adverse Effect. The Company and each , since December 31, 2017, neither the Company, any of its Subsidiaries are in compliance with nor, to the terms Knowledge of the Company PermitsCompany, other than failures to be in compliance thatany of their respective directors, individually officers, agents or in employees acting on the aggregateCompany’s or its Subsidiaries’ behalf has violated any (x) U.S. export control laws administered by the Bureau of Industry and Security at the United States Department of Commerce (“BIS”) or the Directorate of Defense Trade Controls at the U.S. Department of State, have not hador (y) U.S. anti-boycott regulations administered by the Office of Antiboycott Compliance at the BIS. To the Knowledge of the Company, and except as would not reasonably be expected to result in, constitute a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result , (A) the Company, its Subsidiaries, or the Company’s or any of its Subsidiaries’ directors, officers or employees are not listed on the Specially Designated Nationals and Blocked Persons List administered by the Office of Foreign Assets Control of the consummation U.S. Department of the transactions contemplated by this AgreementTreasury (“OFAC”) and (B) since December 31, other than cessations 2017, neither the Company nor any of effectiveness thatits Subsidiaries has engaged in any business with any Person with whom, individually or in the aggregateany country in which, would not reasonably be expected it is prohibited for a United States person to result in a Company Material Adverse Effectengage under applicable United States sanctions administered by OFAC.

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied Company Subsidiary are in compliance with and are not defaulted in default under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any in violation of any LawLaws applicable to the Company, at the Company Subsidiaries or any of their respective propertiesproperties or assets, except where such non-compliance, default or violation, individually or in the aggregate, violation has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither Since January 1, 2010, the Company, any of its Company and the Company Subsidiaries, nor and any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or entity acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer behalf of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries the Company Subsidiaries, have at all times conducted their global trade transactions in any jurisdiction outside accordance with all applicable Global Trade Laws, except for that which has not had and would not reasonably be expected to have, individually or in the United Statesaggregate, a Company Material Adverse Effect. (c) The Company and the Company’s Company Subsidiaries are in possession of all franchises, grants, authorizations, establishment registrations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Relevant Authority necessary for the Company and the Company’s Company Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such of the Company Permit, individually or in the aggregate, Permits has not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, effect has not had, 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. (d) 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 3.5, Section 3.13 or Section 3.23, or in respect of environmental, Tax, intellectual property, employee benefits or labor Law matters.

Compliance with Laws; Permits. (a) The Company Parent Companies are in, and each of the Company’s at all times since January 1, 2020, have complied been in, compliance with and not defaulted under all Laws applicable to them or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at by which any of their respective propertiesassets or properties are bound, except where for such non-compliance, default violations or violationnoncompliance, individually or in the aggregate, has that have not had, and would not reasonably be expected to have, have a Company Parent Material Adverse Effect. (b) Neither the Company. Since January 1, any of its Subsidiaries2020, nor any of their respective directors, officers, employees nor, to the Knowledge none of the Company, consultants, joint venture partners, agents, representatives or Parent Companies has received any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any written communication from a Governmental Entity necessary for the that alleges that any Parent Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)is not in compliance with any material Law, except where the failure to have any for such Company Permitnoncompliance, individually or in the aggregate, that has not had, had and would not reasonably be expected to have, a Company Parent Material Adverse Effect. (b) Except as, individually or in the aggregate, would not reasonably be expected to result in a material liability to the Parent Companies, taken as a whole, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2020, have been in, compliance in all material respects with the Fraud and Bribery Laws, and none of the Parent Companies nor, to the knowledge of Parent, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Parent Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (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) 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. (c) The Parent Companies have in effect all material Permits necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, would not reasonably be expected to have, a Parent Material Adverse Effect. All Company material Permits of the Parent Companies are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Parent Material Adverse Effect. The Company and each To the knowledge of its Subsidiaries are in compliance with the terms of the Company PermitsParent, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness thatexcept as, individually or in the aggregate, would not reasonably be expected to result be material and adverse to the Parent Companies, taken as a whole, each employee of any of the Parent Companies has in a Company Material Adverse Effecteffect all material Permits necessary for such employee to carry on the business of the Parent Companies as now conducted by such employee.

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violationExcept as would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. (b) Neither , the Company, any Company and each of its SubsidiariesSubsidiaries are, nor any of their respective directorsand since October 5, officers2020 have been, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated in compliance with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery all Laws and Orders applicable to the Company or any and its Subsidiaries. The Company and each of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of hold all licenses, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any authorizations from Governmental Entity Authorities (collectively, “Permits”) necessary for the Company and the Company’s Subsidiaries to own, lease and operate lawful conduct of their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)respective businesses, except where the failure to have any such Company Permithold a Permit would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effecteffect would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. The Company and each of its Subsidiaries are (i) is, and since October 5, 2020 has been, in compliance with the terms all Permits and (ii) has not, since October 5, 2020, received any notice of the Company Permitsany cancellation, other than failures to be in compliance thatsuspension, revocation, invalidation or non-renewal of any Permit, except as would not, individually or in the aggregate, have not had, and would not reasonably be expected to result in, have a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. (b) The Company and each of its Subsidiaries, and each of their respective officers and directors, and, to the Knowledge of the Company, its employees, agents, and representatives have at all times during the past five (5) years complied in all material respects with Anti-Corruption Laws. There have been no false or fictitious entries made in the books or records of the Company or its Subsidiaries relating to any illegal payment or secret or unrecorded fund and the Company has not established or maintained a secret or unrecorded fund. The Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company and its Subsidiaries, and their respective directors, officers, employees, agents, and representatives with Anti-Corruption Laws, and to the Knowledge of the Company, no Governmental Authority is investigating or has in the past five (5) years conducted, initiated or threatened any investigation of the Company or its Subsidiaries in connection with an alleged or potential violation of any Anti-Corruption Law. (c) The Company and its Subsidiaries, and their respective officers and directors, and to the Knowledge of the Company, their respective employees, agents, and representatives have at all times during the past five (5) years complied in all material respects with Sanctions. During the past five (5) years, none of the Company or its Subsidiaries, nor any of their respective officers or directors, nor, to the Knowledge of the Company, any of their respective employees, agents, representatives, or beneficial owners is or has been: (i) a Sanctioned Person, (ii) owned or controlled by a Sanctioned Person, (iii) has maintained or maintains any offices, branches, operations, assets, investments, employees, or agents in any Sanctioned Country, (iv) has participated in any transaction or business dealing with any Sanctioned Person or in any Sanctioned Country, (v) has received from any Governmental Authority or any other person any notice, inquiry, or internal or external allegation regarding an actual or alleged violation of Sanctions, or (vi) made any voluntary or involuntary disclosure to a Governmental Authority regarding an actual or alleged violation of Sanctions.

Compliance with Laws; Permits. (a) The Company and each of the Company’s its subsidiaries are in compliance, and at all times since January 1, 2005 have complied complied, with and not defaulted under or violated any all material applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such other than non-compliance, default or violationcompliance which would not have, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither Effect on the Company, . No investigation or review by any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated Governmental Entity with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable respect to the Company or any of its Subsidiaries subsidiaries is pending or, to the knowledge of the Company, is threatened, nor has any Governmental Entity indicated in any jurisdiction outside writing an intention to conduct the United Statessame, other than those the outcome of which would not have a Material Adverse Effect on the Company. (cb) The Company and the Company’s Subsidiaries its subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptionsexemptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to lawfully carry on their respective businesses as they are now being conducted (collectively, the “Company Permits”), except where the failure to have any be in possession of such Company PermitPermits would not have, individually or in the aggregate, has not hada Material Adverse Effect on the Company, and there is no action, proceeding or investigation pending or, to the knowledge of the Company, threatened regarding any of the Permits which would not reasonably be expected to have, have a Company Material Adverse EffectEffect on the Company. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms None of the Company or any of its subsidiaries are in conflict with, or in default or violation of any of the Permits, other than failures to be in compliance thatexcept for any such conflicts, defaults or violations which would not, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result Effect on the Company. (c) None of the consummation Company or any of its subsidiaries or, to the knowledge of the transactions contemplated by this AgreementCompany, any of its directors, officers, agents or employees acting on behalf of the Company nor any of its subsidiaries has (i) used any funds for unlawful contributions, gifts, entertainment or other than cessations 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 effectiveness thatthe United States Foreign Corrupt Practices Act of 1977, individually or as amended, in the aggregate, each case which would not reasonably be expected to result in have a Company Material Adverse EffectEffect on the Company.

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and 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 (band since January 1, 2010 have been) Neither in compliance with all laws (including common law), statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, "Laws") applicable to the Company, Company or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations. 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 hold (and since January 1, 2010 have held) all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the lawful conduct of their respective businesses (collectively, "Permits"). 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 (and since January 1, 2010 have been) in compliance with the terms of all such Permits. Since January 1, 2010, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority (a) claimed or alleged that the Company or any of its Subsidiaries was not in material compliance with all Laws applicable to the Company or any of its Subsidiaries, any of their respective directorsproperties or other assets or any of their businesses or operations or (b) was considering the amendment, officerstermination, employees norsuspension, to revocation or cancellation of any material Permit. To the Knowledge of the Company, consultantssince January 1, joint venture partners2008, agentsnone of the Company, representatives its Subsidiaries or any other Person associated with of their respective Representatives (in each case, acting in the capacity of a Representatives of the Company or acting on their behalf, have directly or indirectly any of its Subsidiaries) has (i)) used any material funds for unlawful contributions, madegifts, promised, offered, entertainment or authorized (A) any other unlawful payment or the unlawful transfer of anything of value, directly or indirectly, expenses relating to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful paymentactivity, or (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of, or regulatory requirement promulgated under, the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, as amended, or any rules or regulations thereunder or any similar other anti-corruption corruption, bribery, money laundering or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders similar Law of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to ownAuthority, lease and operate their properties and assets whether foreign or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effectdomestic.

Compliance with Laws; Permits. (a) The Company Acquired Companies are in, and each of the Company’s at all times since January 1, 2016, have complied been in, compliance with and not defaulted under all Laws applicable to them or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at by which any of their respective propertiesassets or properties are bound, except where for such non-compliance, default violations or violationnoncompliance, individually or in the aggregate, has that have not had, and would not reasonably be expected to havehave a Company Material Adverse Effect. Since January 1, 2016, none of the Acquired Companies has received any written communication from a Governmental Entity that alleges that any Acquired Company is not in compliance with any Law in any material respect. (b) Except as, individually or in the aggregate, would not reasonably be expect to result in a material liability to the Acquired Companies, taken as a whole, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2017, have been in, compliance in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78a et seq. (1997 and 2000)), and any other applicable foreign or domestic anticorruption or anti-bribery Laws (collectively, the “Fraud and Bribery Laws”), and none of the Acquired Companies nor, to the knowledge of the Company, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Acquired Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (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) 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. (c) Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2016, have been in, compliance with applicable United States and foreign export control laws and regulations, including the United States Export Administration Act and implementing Export Administration Regulations; the Arms Export Control Act and implementing International Traffic in Arms Regulations; and the various economic sanctions laws administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Without limiting the foregoing, there are no pending or, to the knowledge of the Company, threatened claims or investigations by any Governmental Entity of potential violations against any of the Acquired Companies with respect to export activity or export licenses that, individually or in the aggregate, would have or would reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (cd) The Company and the Company’s Subsidiaries are Acquired Companies have in possession of effect all franchisespermits, licenses, grants, authorizationseasements, licenses, permits, easementsclearances, variances, exceptions, consents, certificates, exemptions, registrations, authorizations, franchises, orders and approvals and orders of any all Governmental Entity Entities (collectively, “Permits”) necessary for the Company and the Company’s Subsidiaries them to own, lease and lease, operate or use their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)conducted, except where for any Permits the failure to have any such Company Permitabsence of which, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits of the Acquired Companies are in full force and effect, except where the failure to be in full force and effect, 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 To the terms knowledge of the Company PermitsCompany, other than failures to be in compliance thatexcept as, individually or the in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result be material and adverse to the Acquired Companies, taken as a whole, each employee of any of the Acquired Companies has in a Company Material Adverse Effecteffect all material Permits necessary for such employee to carry on the business of the Acquired Companies as now conducted by such employee.

Compliance with Laws; Permits. (a) The Company Great Lakes and each its Subsidiaries are in compliance with all laws (including common law), statutes, ordinances, codes, rules, regulations, decrees and orders of the Company’s have complied with and not defaulted under Governmental Authorities (collectively, "Laws") applicable to Great Lakes or violated any applicable Laws and none of them has violatedits Subsidiaries, or been threatened to be charged or given notice of any violation of any Law, at any of their respective propertiesproperties or other assets or any of their respective businesses or operations, except where such non-compliance, default for instances of noncompliance or violationpossible noncompliance that, individually or in the aggregate, has have not had, had and would not reasonably be expected to have, have a Company Great Lakes Material Adverse Effect. (b) Neither . Since December 31, 2003, neither Great Lakes nor any of its Subsidiaries has received written notice to the Company, effect that a Governmental Authority claimed or alleged that Great Lakes or any of its Subsidiaries was not in compliance with all Laws applicable to Great Lakes or any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives properties or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company assets or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets respective businesses or to carry on their businesses as they are now being conducted (the “Company Permits”)operations, except where the failure to have any such Company Permitfor instances of noncompliance or possible noncompliance that, individually or in the aggregate, has have not had, had and would not reasonably be expected to have, have a Company Great Lakes Material Adverse Effect. All Company Permits are Great Lakes and each of its Subsidiaries hold or have in full force effect all licenses, franchises, permits, certificates, approvals and effectauthorizations 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, "Great Lakes Permits"), except where for such Great Lakes Permits the failure of which to be hold or have in full force and effect, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have a Company Great Lakes Material Adverse Effect. The Company , and each there has occurred no violation of, default (with or without notice or lapse of its Subsidiaries are in compliance time or both) under, or event giving to others any right of termination, amendment or cancellation of, with the terms or without notice or lapse of the Company Permitstime or both, other than failures to be in compliance any Great Lakes Permit, except for violations, defaults or events that, individually or in the aggregate, have not had, had and would not reasonably be expected to result in, have a Company Great Lakes Material Adverse Effect. No Company Permit shall cease to be effective as a result of the The consummation of the transactions contemplated by this AgreementMerger, other than cessations in and of effectiveness itself, will not cause the revocation or cancellation of any Great Lakes Permit, except for such revocations or cancellations that, individually or in the aggregate, would not reasonably be expected to result in have a Company Great Lakes Material Adverse Effect. (b) Great Lakes 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 the Sarbanes-Oxley Act of 2002 and the related rules and regulations promxxxxxxx xxxxx such act or the Exchange Act ("Sarbanes-Oxley") and (ii) the applicable listing and corporate governxxxx xxxxx xxx regulations of the New York Stock Exchange and the Pacific Stock Exchange. Great Lakes has previously disclosed to Crompton any of the information required to be disclosed by Great Lakes and certain of its officers to the Board of Directors of Great Lakes or any committee thereof pursuant to the certification requirements contained in Form 10-K and Form 10-Q under the Exchange Act. (c) Great Lakes 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 Great Lakes, including its consolidated Subsidiaries, is made known to Great Lakes' 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 Great Lakes' principal executive officer and its principal financial officer to material information required to be included in Great Lakes' periodic reports required under the Exchange Act. (d) Great Lakes has disclosed, based on its most recent evaluation prior to the date hereof, to Great Lakes' auditors and the audit committee of the Board of Directors of Great Lakes and to Crompton (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 Great Lakes' 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 Great Lakes' internal controls over financial reporting.

Compliance with Laws; Permits. (a) The Company Parent Companies are in, and each of the Company’s at all times since January 1, 2016, have complied been in, compliance with and not defaulted under all Laws applicable to them or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at by which any of their respective propertiesassets or properties are bound, except where for such non-compliance, default violations or violationnoncompliance, individually or in the aggregate, has that have not had, and would not reasonably be expected to have, have a Company Parent Material Adverse Effect. Since January 1, 2016, none of the Parent Companies has received any written communication from a Governmental Entity that alleges that any Parent Company is not in compliance with any Law in any material respect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company PermitExcept as, individually or in the aggregate, has would not hadreasonably be expected to result in a material liability to the Parent Companies, taken as a whole, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2017, have been in, compliance in all material respects with the Fraud and Bribery Laws, and none of the Parent Companies nor, to the knowledge of Parent, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Parent Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (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) 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. (c) Except as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2016, have been in, compliance with applicable United States and foreign export control laws and regulations, including the United States Export Administration Act and implementing Export Administration Regulations; the Arms Export Control Act and implementing International Traffic in Arms Regulations; and the various economic sanctions laws administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Without limiting the foregoing, there are no pending or, to the knowledge of the Company, threatened claims or investigations by any Governmental Entity of potential violations against any of the Parent Companies with respect to export activity or export licenses that, individually or in the aggregate, would have or would reasonably be expected to have a Parent Material Adverse Effect. (d) The Parent Companies have in effect all Permits necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, would not reasonably be expected to have, a Company Parent Material Adverse Effect. All Company Permits of the Parent Companies are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Parent Material Adverse Effect. The Company and each To the knowledge of its Subsidiaries are in compliance with the terms of the Company PermitsParent, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness thatexcept as, individually or in the aggregate, would not reasonably be expected to result be material and adverse to the Parent Companies, taken as a whole, each employee of any of the Parent Companies has in a Company Material Adverse Effecteffect all material Permits necessary for such employee to carry on the business of the Parent Companies as now conducted by such employee.

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and 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 since January 31, 2017 have been, in compliance in all material respects with all applicable federal, state, local and foreign laws (b) Neither including common law), statutes, codes, ordinances, rules, regulations, judgments, Orders, injunctions, decrees or agency requirements of Governmental Authorities (collectively, “Laws”). Since January 31, 2017, neither the Company, Company nor any of its Subsidiaries, nor Subsidiaries has received any of their respective directors, officers, employees norwritten notice or, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives other communication from any Governmental Authority regarding any actual or alleged failure to comply with any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries Law in any jurisdiction outside the United Statesmaterial respect. (cb) The Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and the Company’s its Subsidiaries are in possession of hold all franchises, grants, authorizations, licenses, permits, easementscertificates, variances, exceptionsexemptions, consentsapprovals, certificatesorders, approvals registrations and orders clearances of any Governmental Entity Authority necessary for the Company and the Company’s its Subsidiaries to own, lease and operate their properties and assets or assets, and to carry on and operate their businesses as they are now being conducted currently conducted. (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and A) Except as would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not hada Company Material Adverse Effect, none of the Company, its Subsidiaries, or any director or (B) The Company and its Subsidiaries maintain and, since January 31, 2017, have maintained books and records that are accurate in all material respects, and adhere and, since January 31, 2017, have adhered to a system of commercially reasonable policies, procedures, and internal controls, in each case as required by applicable Bribery Legislation. (d) Since January 31, 2017, the Company, its Subsidiaries and their respective officers and managers and, to the Knowledge of the Company, employees, agents and third-party representatives acting on their behalf have at all times conducted their businesses in all material respects in accordance with U.S. and non-U.S. economic sanctions Laws, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of State, the United Nations and the European Union (“Sanctions Laws”). Except as would not reasonably be expected to have, a Company Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, other than failures to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No , neither the Company Permit nor any of its Subsidiaries nor any of their respective officers and managers nor, to the Knowledge of the Company, employees, agents or third-party representatives acting on their behalf is currently or since January 31, 2017 has been: (i) a Sanctioned Person; (ii) operating in, organized in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) in violation of any Ex-Im Laws or U.S. anti-boycott requirements. (e) To the Knowledge of the Company, there are no material allegation, voluntary disclosure, investigation, or prosecution involving the Company or any of its Subsidiaries, nor since January 31, 2017 has the Company or any of its Subsidiaries received any written communication from a Governmental Entity, related to a possible violation of Bribery Legislation, Sanctions Laws, or Ex-Im Laws. (f) Notwithstanding anything contained in this Section 4.14, no representation or warranty shall cease be deemed to be effective as a result made in this Section 4.14 in respect of the consummation of the transactions contemplated by this Agreementenvironmental, other than cessations of effectiveness that, individually employee benefits or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effectlabor matters.

Compliance with Laws; Permits. (a) The Company Except (i) with respect to compliance with Environmental Laws (as to which certain representations and each of the Company’s have complied with warranties are made pursuant to ‎Section 3.15), and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation(ii) as would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect: (A) each member of the Company Group is, and since January 1, 2018 has been, in compliance with all applicable Laws; and (B) no member of the Company Group has received any written notice from any Governmental Authority of a violation of any applicable Law by the Company at any time since January 1, 2018. (b) Neither the CompanySince January 1, any of its Subsidiaries2016, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to be, or to have any been, in compliance with such Company PermitLaws would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. All , (i) there has been no action taken by the Company Group or, to the knowledge of the Company, any officer, director, manager, employee or agent of the Company Group, in each case, acting on behalf of the Company Group, in violation of any applicable Anti-Corruption Law, (ii) no member of the Company Group has been convicted of violating any Anti-Corruption Laws or subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws, (iii) no member of the Company Group has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Law and (iv) no member of the Company Group has received any written notice or citation from a Governmental Authority for any actual or potential noncompliance with any applicable Anti-Corruption Law. (c) Each of the Company and its Subsidiaries has all material Permits (the “Material Permits”) that are in full force required to own, lease or operate its properties and effectassets and to conduct its business as currently conducted, except where the failure to be in full force and effectobtain the same would not, individually or in the aggregate, has not had, and would not reasonably be expected to havebe material to (i) such ownership, a Company Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with the terms of lease, operation or conduct or (ii) the Company PermitsGroup, other than failures to be in compliance thattaken as a whole. Except as would not, individually or in the aggregate, have not had, and would not reasonably be expected to result inbe material to the Company Group, a Company Material Adverse Effect. No Company Permit shall cease to be effective taken as a result whole, (A) each Material Permit is in full force and effect in accordance with its terms, (B) no outstanding written notice of revocation, cancellation or termination of any Material Permit has been received by the Company or its Subsidiaries, (C) to the knowledge of the consummation Company, none of such Permits upon its termination or expiration in the ordinary due course will not be renewed or reissued in the ordinary course of business upon terms and conditions substantially similar to its existing terms and conditions, (D) there are no Actions pending or, to the knowledge of the transactions contemplated by this AgreementCompany, other than cessations threatened, that seek the revocation, cancellation, limitation, restriction or termination of effectiveness thatany Material Permit, individually and (E) each of the Company and its Subsidiaries is in compliance with all Material Permits applicable to the Company or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effectits Subsidiaries.

Compliance with Laws; Permits. (a) The Company Acquired Companies are in, and each of the Company’s at all times since January 1, 2016, have complied been in, compliance with and not defaulted under all Laws applicable to them or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at by which any of their respective propertiesassets or properties are bound, except where for such non-compliance, default violations or violationnoncompliance, individually or in the aggregate, has that have not had, and would not reasonably be expected to havehave a Company Material Adverse Effect. Since January 1, 2016, none of the Acquired Companies has received any written communication from a Governmental Entity that alleges that any Acquired Company is not in compliance with any Law in any material respect. (b) Except as, individually or in the aggregate, would not reasonably be expect to result in a material liability to the Acquired Companies, taken as a whole, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2017, have been in, compliance in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78a et seq. (1997 and 2000)), and any other applicable foreign or domestic anticorruption or anti-bribery Laws (collectively, the “Fraud and Bribery Laws”), and none of the Acquired Companies nor, to the knowledge of the Company, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Acquired Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (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 18 (c) Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2016, have been in, compliance with applicable United States and foreign export control laws and regulations, including the United States Export Administration Act and implementing Export Administration Regulations; the Arms Export Control Act and implementing International Traffic in Arms Regulations; and the various economic sanctions laws administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Without limiting the foregoing, there are no pending or, to the knowledge of the Company, threatened claims or investigations by any Governmental Entity of potential violations against any of the Acquired Companies with respect to export activity or export licenses that, individually or in the aggregate, would have or would reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (cd) The Company and the Company’s Subsidiaries are Acquired Companies have in possession of effect all franchisespermits, licenses, grants, authorizationseasements, licenses, permits, easementsclearances, variances, exceptions, consents, certificates, exemptions, registrations, authorizations, franchises, orders and approvals and orders of any all Governmental Entity Entities (collectively, “Permits”) necessary for the Company and the Company’s Subsidiaries them to own, lease and lease, operate or use their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”)conducted, except where for any Permits the failure to have any such Company Permitabsence of which, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits of the Acquired Companies are in full force and effect, except where the failure to be in full force and effect, 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 To the terms knowledge of the Company PermitsCompany, other than failures to be in compliance thatexcept as, individually or the in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, other than cessations of effectiveness that, individually or in the aggregate, would not reasonably be expected to result be material and adverse to the Acquired Companies, taken as a whole, each employee of any of the Acquired Companies has in a Company Material Adverse Effecteffect all material Permits necessary for such employee to carry on the business of the Acquired Companies as now conducted by such employee.

Compliance with Laws; Permits. (a) The Company and each of the Company’s have complied with and not defaulted under or violated any applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective properties, except where such non-compliance, default or violation, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Neither the Company, any of its Subsidiaries, nor any of their respective directors, officers, employees nor, to the Knowledge of the Company, consultants, joint venture partners, agents, representatives or any other Person associated with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary Except for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, 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 the terms of the Company Permits, other than failures to be in compliance matters that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, had a Company Material Adverse Effect, the Company and its Subsidiaries are and, since January 1, 2019, have been, in compliance with all applicable Laws. No Company Permit shall cease to be effective as a result Since January 1, 2019 through the date of the consummation of the transactions contemplated by this Agreement, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority or any other than cessations of effectiveness Person regarding any actual or alleged noncompliance with any Law, except for matters that, individually or in the aggregate, would have not reasonably be expected to result in had a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had a Material Adverse Effect, neither the Company or any of its Subsidiaries, nor to the knowledge of the Company, any of its or their respective Representatives, has violated or is in violation of the Foreign Corrupt Practices Act of 1977 or any other applicable Law of similar effect, including Laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Neither the Company nor any of its Subsidiaries has at any time since January 1, 2019 engaged in the sale, purchase, import, export, re-export or transfer of products or services, either directly or indirectly, to or from Cuba, Iran, North Korea, Sudan or Syria or been a party to or beneficiary of, or had any interest in, any franchise, license, management or other Contract with any Person, either public or private, in such jurisdictions or been a party to any investment, deposit, loan, borrowing or credit arrangement or involved in any other financial dealings, with any Person, either public or private, in such jurisdictions. Except for matters that, individually or in the aggregate, have not had a Material Adverse Effect, all exports, re-exports, sales or transfers of products or services of the Company and its Subsidiaries have been effected in accordance with all applicable anti-corruption, export control, trade sanctions, anti-terrorism and anti-boycott Laws of the United States or any other relevant jurisdictions. (c) The Company and its Subsidiaries hold all material Permits necessary for the lawful conduct of their respective businesses or ownership of their respective assets and properties, except where failure to hold such Permits, individually or in the aggregate, has not had a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms of all such Permits, except where non-compliance, individually or in the aggregate, has not had a Material Adverse Effect. Since January 1, 2019 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority or any other Person regarding any actual or threatened revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, except for matters that, individually or in the aggregate, have not had a Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each Except as set forth on Section 3.10(a) of the Company’s have complied Company Disclosure Schedule, each Group Company is, and since January 21, 2016 has been, in compliance with and not defaulted under or violated any all Laws applicable Laws and none of them has violated, or been threatened to be charged or given notice of any violation of any Law, at any of their respective propertiesbusinesses or operations, except where for such non-compliance, default or violationinstances of noncompliance that would not, individually or in the aggregate, result in a material liability of the Group Companies, taken as a whole. None of the Group Companies has not hadreceived, and would not reasonably be expected to havesince January 21, a Company Material Adverse Effect. (b) Neither the Company2016, any written notice from, or is currently the subject of its Subsidiariesany Legal Proceeding by, nor any Governmental Authority regarding any violation of their respective directorsor failure to comply with any applicable Law, officers, employees norand, to the Knowledge of the Company, consultantsno such Legal Proceeding has been threatened, joint venture partnersexcept as would not, agentsindividually or in the aggregate, representatives reasonably be expected to have an adverse impact that is material to the business of the Group Companies, taken as a whole. (b) Except as set forth on Section 3.10(b) of the Company Disclosure Schedule, the Group Companies have obtained all Permits that are required for the operation of their respective businesses as presently conducted, other than any such Permits that, if not held by the Group Companies, would not, individually or any other Person associated in the aggregate, reasonably be expected to have an adverse impact that is material to the business of the Group Companies, taken as a whole. (c) Without limiting the generality of the foregoing, the Group Companies are, and have been at all times during the five (5) years prior to the date of this Agreement, in compliance in all material respects with or acting on their behalf, have directly or indirectly (i), made, promised, offered, or authorized (A) any unlawful payment or the unlawful transfer applicable provisions of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (ii) violated the U.S. Foreign Corrupt Practices Act of 1977, as amended, and any other applicable U.S. or any rules or regulations thereunder or any similar non-U.S. anti-corruption or and anti-bribery Laws applicable (collectively, “Anti-Corruption or Anti-Bribery Laws”). No Group Company (including any of their officers, directors, and, to the Company’s Knowledge, agents, employees or other Person associated with or acting on their behalf) has, during the five (5) years prior to the date of this Agreement, directly or indirectly, used any funds for unlawful contributions, gifts, services of value, entertainment or other unlawful expenses, made, offered or promised to make any unlawful payment or gave or promised to give, anything of value to any Person or to any foreign or domestic government officials or employees or made, or promised to make any contribution, bribe, rebate, gift, payoff, influence payment, kickback or other similar unlawful payment or other advantage, or taken any action which would cause it to be in violation of any Anti-Corruption or Anti-Bribery Laws. No Group Company (including any of their officers, directors, and, to the Knowledge of the Company, agents, employees or other Person associated with or acting on their behalf) has, during the five (5) years prior to the date of this Agreement, directly or indirectly, requested or agreed to receive or accepted any unlawful contributions, gifts, services of value, advantage, entertainment or other unlawful expenses, contribution, bribe, rebate, gift, payoff, influence payment, kickback or other similar unlawful payment, or similar incentive which would cause it to be in violation of any Anti-Corruption or Anti-Bribery Laws. Neither the Company, nor, any director, officer, nor, to the Knowledge of the Company, employee or agent of any Group Company acting on behalf of the Company has, during the five (5) years prior to the date of this Agreement, offered, nor made, promised to make, authorized the making of any gift or payment of money or anything of value either directly or indirectly to any Person, or to any officer or employee of a Governmental Authority, or to any Person acting in an official capacity for or on behalf of any such Governmental Authority or to any political party or candidate for political office (all of the foregoing individuals being individually and collectively referred to herein as “Officials”) for purposes of (i) influencing any act or decision of any Person, or such Official in his or her official capacity, or (ii) inducing any Person or such Official to do or omit to do any act in violation of the lawful duty of such Person or Official, or (iii) inducing such Person or Official to use his or her influence improperly including with a Governmental Authority to affect or influence any act or decision of such Governmental Authority in order to obtain, retain or direct or assist in obtaining, retaining or directing business to the Company, which would cause it to be in violation of any Anti-Corruption or Anti-Bribery Laws. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, no officer, director or, to the Knowledge of the Company, employee or holder of any financial interest in any Group Company or any of its Subsidiaries in any jurisdiction outside the United States. (c) The Company and Affiliate thereof, is currently an Official. There are no pending or, to the Company’s Subsidiaries are in possession of all franchisesKnowledge, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for threatened Legal Proceedings against the Company and with respect to any Anti-Corruption or Anti-Bribery Laws. To the Knowledge of the Company, there are no actions, conditions or circumstances pertaining to any Group Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit, individually or in the aggregate, has not had, and activities that would not reasonably be expected to have, a give rise to any future Legal Proceedings against the Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually under any Anti-Corruption or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse EffectAnti-Bribery Laws. The Company has established and each maintains a compliance program and reasonable internal controls and procedures appropriate to the requirements of its Subsidiaries are in compliance with Anti-Corruption or Anti-Bribery Laws. (d) To the terms Knowledge of the Company, no Group Company Permitshas, other than failures during the five (5) years prior to be in compliance that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. No Company Permit shall cease to be effective as a result date of the consummation of the transactions contemplated by this Agreement, (i) used any Group Company funds to maintain any off-the-books funds or engage in any off-the-books transactions, or (ii) inserted, concealed, or misrepresented corrupt, illegal, improper, or other than cessations of effectiveness thatpayments, individually expenses or other entries in the aggregatebooks and records of the Group Companies. (e) No Group Company has, would not reasonably during the five (5) years prior to the date of this Agreement, conducted any internal or government-initiated investigation, or made a voluntary or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption or Anti-Bribery Laws. (f) None of the representations and warranties contained in this Section 3.10 shall be expected deemed to result in a Company Material Adverse Effectrelate to tax matters (which are governed by Section 3.11), environmental matters (which are governed by Section 3.13), Government Contract matters (which are governed by Section 3.15), employee benefits matters (which are governed by Section 3.18) or employment matters (which are governed by Section 3.19).