Common use of Compliance with Legal Requirements; Governmental Authorizations Clause in Contracts

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller is, and at all times since its inception has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. (b) No event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. (c) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Part 3.15(d) contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(d) is valid and in full force and effect. Seller is, and at all times since its inception has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). The Governmental Authorizations listed in Part 3.15(d) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closing.

Compliance with Legal Requirements; Governmental Authorizations. A. Except as set forth in Schedule 6.25.A. of the Seller Disclosure Schedule: (ai) Seller is, and at all times since its inception has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller.Assets; (bii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement Requirement, or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.nature; and (ciii) Seller has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body Entity or any other Person regarding (A) any actual, alleged, possible possible, or potential violation of, or failure to comply with, any Legal Requirement Requirement, or (B) any actual, alleged, possible possible, or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Part 3.15(d) B. Schedule 6.25.B. of the Seller Disclosure Schedule contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(d) on Schedule 6.25.B. of the Seller Disclosure Schedule is valid and in full force and effect. . C. Except as set forth in Schedule 6.25.C. of the Seller Disclosure Schedule: (i) Seller is, and at all times since its inception has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). Schedule 6.25.B. of the Seller Disclosure Schedule; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result, directly or indirectly, in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 6.25.B. of the Seller Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 6.25.B. of the Seller Disclosure Schedule; (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Entity or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 6.25.B. of the Seller Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Entities, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Entities. D. The Governmental Authorizations listed in Part 3.15(d) Schedule 6.25.B. of the Seller Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the such Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch Assets.

Compliance with Legal Requirements; Governmental Authorizations. For purposes of this Section 3.14. only, the term "Company" shall be deemed to include the Company and the Subsidiary. A. Except as set forth in Schedule 3.14 of the Company Disclosure Schedule: (ai) Seller The Company is, and at all times since its inception September 30, 1998 has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business its business or the ownership or use of any of the Assets its assets except where the failure to comply with a Legal Requirement would not reasonably be expected to have a Company Material Adverse Effect on Seller.Effect; (bii) No To the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A1) may constitute or result in a material violation by Seller the Company of, or a failure on the part of Seller the Company to comply with, any Legal Requirement or (B2) may give rise to any obligation on the part of Seller the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and (ciii) Seller The Company has not received, at any time since its inceptionSeptember 30, 1998, any written notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding (A1) any actual, alleged, possible possible, or potential violation of, or failure to comply with, any Legal Requirement or (B2) any actual, alleged, possible possible, or potential obligation on the part of Seller the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Part 3.15(d) contains a complete and accurate list of each material B. The Company has all Governmental Authorization that is held by Seller or that otherwise relates Authorizations necessary to the Business or the Assetsconduct its business as presently conducted. Each Governmental Authorization listed or required to be listed in Part 3.15(d) is valid and in full force and effect. Seller Except as set forth in Schedule 3.14 of the Company Disclosure Schedule: (i) The Company is, and at all times since its inception September 30, 1998 has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d)Schedule 3.14 of the Company Disclosure Schedule, except where the failure to comply with a Governmental Authorization would not have a Company Material Adverse Effect; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (1) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14 of the Company Disclosure Schedule or (2) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.14 of the Company Disclosure Schedule, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; (iii) The Company has not received, at any time since September 30, 1998, any written notice or other written communication from any Governmental Body or any other Person regarding (1) any actual or alleged violation of or failure to comply with any term or requirement of any Governmental Authorization or (2) any actual or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies, except where the failure to make such filings in a timely manner would not have a Company Material Adverse Effect. The Governmental Authorizations listed in Part 3.15(d) Schedule 3.14 of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary that are material to permit Seller to lawfully the conduct and operate of the Business Company's business in the manner in which it is currently conducts conducted and operates the Business to operate such business and to permit Seller the Company to own and use the Assets its assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller isOther than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14): (i) the Rodeo Entities and the Business are, and at all times since its inception has January 1, 2010 have been, in compliance in all material respects with each Legal Requirement that is or was applicable to it; (ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Rodeo Entity or the Business of, or a material failure on the part of Rodeo, any Rodeo Entity or the Business to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the conduct part of any Rodeo Entity or operation the Business; and (iii) none of Seller or any Rodeo Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable to any Rodeo Entity or the Business or (B) any actual or alleged material obligation on the ownership or use part of any of Rodeo Entity or the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on SellerBusiness. (b) Except as set forth on Schedule 3.11(b), each of Rodeo and each Rodeo Entity possesses all material Permits, all such material Permits are in full force and effect, and the Rodeo Entities are and at all times since January 1, 2010 have been in compliance in all material respects with all material Permits. No Rodeo Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or Threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (Ai) may constitute or result directly or indirectly in a material violation by Seller any Rodeo Entity of, or a failure on the part of Seller any Rodeo Entity to comply with, any Legal Requirement material Permits or (Bii) may give rise to any obligation on result directly or indirectly in the part of Seller to undertakerevocation, withdrawal, suspension, cancellation or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. (c) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation termination of, or failure to comply withany modification to, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any naturematerial Permit. (d) Part 3.15(d) contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(d) is valid and in full force and effect. Seller is, and at all times since its inception has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). The Governmental Authorizations listed in Part 3.15(d) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closing.

Compliance with Legal Requirements; Governmental Authorizations. (a) 7.6.1 Seller is, and at all times since its inception October 26, 2007, has been, in compliance in all material respects in compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where Acquired Assets. To the failure to comply would not reasonably be expected to have a Material Adverse Effect on Knowledge of Seller. (b) No , no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any such Legal Requirement. (c) . Seller has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible actual or potential alleged violation of, or failure to comply with, any such Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion Requirement. 7.6.2 Listed in Schedule 7.6.2 of the cost of, any remedial action of any nature. (d) Part 3.15(d) contains Seller Disclosure Schedule is a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business Acquired Assets or the Assetsconduct of the Business. Each Governmental Authorization listed or required to be listed in Part 3.15(d) on the Seller Disclosure Schedule is valid and in full force and effect. Seller is, and at all times since its inception October 26, 2007, has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d)on the Seller Disclosure Schedule. Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. other Person regarding: (i) any actual or alleged violation of or failure to comply with any term or requirement of any Governmental Authorization; or (ii) any actual or proposed revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization. All applications required to have been filed for the renewal of the Governmental Authorizations listed on the Seller Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. 7.6.3 The Governmental Authorizations listed in Part 3.15(d) on the Seller Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the such Business and to permit Seller to own and use the Acquired Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch Acquired Assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) The Seller is, and at all times since its inception has been, is in compliance in all material respects with each all applicable Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. (b) No event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature Requirements with respect to any Legal Requirement. (cthe Business. Except as set forth in Part 2.11(a) of the Disclosure Schedule, the Seller has not received, at any time since its inception, received any notice or other communication (whether oral in writing or writtenotherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, actual or possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on with respect to the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any natureBusiness. (db) Part 3.15(d2.11(b) contains a complete and accurate list of the Disclosure Schedule identifies each material Governmental Authorization that is held by the Seller or that otherwise relates related to the Business or Business, and the AssetsSeller has made available to the Purchaser accurate and complete copies of all such Governmental Authorizations. Each The Governmental Authorization listed or required to be listed Authorizations identified in Part 3.15(d2.11(b) is of the Disclosure Schedule are valid and in full force and effect. Seller is, and collectively constitute all Governmental Authorizations necessary to enable the Seller to conduct the Business in the manner in which the Business is currently being conducted. Such Governmental Authorizations will be transferred to Purchaser upon completion of the transactions contemplated in the Transactional Documents, including the assignments contemplated therein. The Seller is in compliance in all material respects with the terms and requirements of the Governmental Authorizations identified in Part 2.11(b) of the Disclosure Schedule. The Seller has not received any notice or other communication (in writing or otherwise) from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at all times since its inception has been, any time challenged in writing the right of the Seller to conduct the Business as currently conducted. (c) The Seller is in compliance in all material respects with all Legal Requirements relating to the export, re-export, import and transfer of products, commodities, services and technology from the jurisdiction of one Governmental Body to another with respect to the conduct of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). The Governmental Authorizations listed in Part 3.15(d) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the ClosingBusiness.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 5.5(a): (i) Seller is, and at all times since its inception January 1, 2002, has been, in material compliance in all material respects with each Legal Requirement (other than Legal Requirements with respect to Environmental Laws) that is or was applicable to it or to the conduct or operation of the Business Operations or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller.Assets; (bii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement with respect to the Assets or the Operations (other than Legal Requirements with respect to Environmental Laws) or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to the Assets or the Operations (other than any Legal Requirement.Governmental Remediation Obligation); and (ciii) Seller has not received, at any time since its inceptionJanuary 1, 2002, any notice or other communication (whether oral or written) from any Governmental Body Entity or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement with respect to the Assets or the Operations (other than Legal Requirements with respect to Environmental Laws) or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any naturenature with respect to the Assets or the Operations (other than any Governmental Remediation Obligation). (db) Part 3.15(dSchedule 5.5(b) contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates relating to the Business Operations or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(dSchedule 5.5(b) is valid and in full force and effect. Except as set forth in Schedule 5.5(b): (i) Each such Governmental Authorization is transferable to Buyer and Seller is, and at all times since its inception January 1, 2002, has been, in material compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(dSchedule 5.5(b); (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 5.5(b) or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 5.5(b); (iii) Seller has not received, at any time since January 1, 2002, any notice or other communication (whether oral or written) from any Governmental Entity or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 5.5(b) or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization listed or required to be listed in Schedule 5.5(b); and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 5.5(b) have been duly filed on a timely basis with the appropriate Governmental Entities, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Entities. The To Seller’s Knowledge, the Governmental Authorizations listed in Part 3.15(dSchedule 5.5(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business Operations in the manner in which it currently conducts and operates the Business such Operations and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where and to permit Buyer to perform its obligations under the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that Clinical Drug Substance Supply Agreement and the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the ClosingTransition Services Agreement.

Compliance with Legal Requirements; Governmental Authorizations. (a1) Seller Schedule 4.9 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by the Buyer or that otherwise relates to the business of, or to any of the assets owned or used by, the Buyer. Each Governmental Authorization listed or required to be listed in Schedule 4.9 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Schedule 4.9 of the Disclosure Letter. 2) The Buyer is, and at all times since its inception the Balance Sheet Date has been, in full compliance in with all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business terms and requirements of each Governmental Authorization identified or the ownership or use of any required to be identified in Schedule 4.9 of the Assets Disclosure Letter, except where the failure noncompliance is not likely to comply would not reasonably be expected to have result in a Buyers Material Adverse Effect on SellerEffect. (b3) No event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller the Buyer of, or a failure on the part of Seller the Buyer to comply with, any Legal Requirement Requirement, or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. (c) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller Buyer to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. 4) The Buyer has not received, at any time since the Buyer’s Balance Sheet Date, any written notice from any Governmental Body or any other Person regarding (dA) Part 3.15(dany actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) contains a complete and accurate list any actual, alleged, possible, or potential obligation on the part of each material the Buyer to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. To the Knowledge of Buyer there are no circumstances that are likely to give rise to any such notice. 5) All applications required to have been filed for the renewal of the Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. Each Governmental Authorization Authorizations listed or required to be listed in Part 3.15(d) is valid and in full force and effect. Seller isSection 4.9 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and at all times since its inception has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or other filings required to be identified have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies, except where noncompliance is not likely to result in Part 3.15(d)a Buyers Material Adverse Effect. The Governmental Authorizations listed in Part 3.15(d) Schedule 4.9 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit Seller the Buyer to lawfully conduct and operate the Business its business in the manner in which it currently conducts and operates the Business such business and to permit Seller the Buyer to own and use the Assets its assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller Except as set forth in Part 4.13 of the Parent Disclosure Schedule: (i) each Acquired Company is, and at all times since its inception December 31, 1999, has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business its business or the ownership or use of any of its assets (provided, however, with respect to the Assets except where the failure representations and warranties made in Section 4.20, no such time limitation shall apply to comply would not reasonably be expected to have a Material Adverse Effect on Seller.any compliance with Software related Legal Requirements); (bii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute constitutes or result results in a material violation by Seller any Acquired Company of, or a failure on the part of Seller any Acquired Company to comply with, any material Legal Requirement Requirement, or (B) may give gives rise to any obligation on the part of Seller any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.nature; and (ciii) Seller no Acquired Company has not received, at any time since its inceptionDecember 31, 1999, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible possible, or potential violation of, or failure to comply with, any Legal Requirement Requirement, or (B) any actual, alleged, possible possible, or potential obligation on the part of Seller any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Part 3.15(d) contains a complete 4.13 of the Parent Disclosure Schedule sets forth all Government Authorizations necessary for the Acquired Companies to own, lease or operate its assets and accurate list to carry on their respective businesses as conducted as of the date of this Agreement. Except as set forth in Part 4.13 of the Parent Disclosure Schedule, the Acquired Companies are, and since December 31, 1999 have been, in compliance with each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. Each Governmental Authorization listed (or required to be listed listed) in Part 3.15(d) is 4.13 of the Parent Disclosure Schedule. The Government Authorizations set out in Part 4.13 of the Parent Disclosure Schedule are all valid and in full force and effectsubsisting. Seller isTo Parent’s Knowledge, and at all times since its inception has beenthere is no reason why any of the said Government Authorizations should be suspended, in compliance cancelled, revoked or not renewed on the same terms. (c) Without limiting the above, the Acquired Companies have complied in all material respects with the Data Protection Xxx 0000 and the Data Protection Act 1998 and the terms of all Governmental Authorizations with respect thereto, and: (i) have paid all fees payable in respect of notifications; (ii) have not acted in a way which could result in a notice or complaint under said Data Protection Acts and, to the Parent’s Knowledge, there are no complaints Threatened thereunder; (iii) a copy of the terms Company’s registration under those acts is attached to the Parent Disclosure Schedule) and requirements is complete and accurate. (d) To the Parent’s Knowledge, except as set forth in part 4.13(d) of each Governmental Authorization identified the Parent Disclosure Schedule: (i) the Acquired Companies have complied and are in compliance with all Environmental Laws; (ii) the Acquired Companies have not received any written notice, report or required other information regarding any actual or alleged violation of any Environmental Laws, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to be identified any of them or the Properties arising under any Environmental Laws; (iii) none of the following exists at any of the Properties: (i) underground storage tanks, (ii) asbestos-containing material in Part 3.15(d). The any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas; (iv) no Acquired Company has, either expressly or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other person or entity relating to Environmental Laws; (v) no Proceedings relating to Environmental Laws has been taken, is pending or Threatened against any Acquired Company or any employees, directors or of officers thereof; (vi) all Governmental Authorizations listed in Part 3.15(d) collectively constitute all required or issued under Environmental Laws necessary for carrying on the business of the Governmental Authorizations necessary Acquired Companies are in full force and effect and have been complied with in all material respects; and (vii) no Acquired Company has or is likely to permit Seller have any liability under any Environmental Law by reason of having owned, occupied or used any previously owned properties. (e) No Acquired Company or director, officer, agent, or employee of any Acquired Company has directly or indirectly (i) made any payment to lawfully conduct any Person, regardless of form, whether in money, property, or services (A) to obtain favorable treatment in securing business, (B) to pay for favorable treatment for business secured, (C) to obtain special concessions or for special concessions already obtained, for or in respect of any Acquired Company or any Affiliate of an Acquired Company, in violation of any Legal Requirement or obligation to which the Acquired Companies or the recipient of such payment is a party, or (ii) established or maintained any fund or asset that should properly be and operate the Business has not been recorded in the manner in which it currently conducts books and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation records of the Business by Buyer from and after the ClosingAcquired Companies.

Compliance with Legal Requirements; Governmental Authorizations. (ai) Seller Except as set forth in Schedule 6(n): (1) each Acquired Company is, and at all times since its inception has been, in material compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business its business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller.its assets; (b2) No no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may could be reasonably expected to constitute or result in a material violation by Seller any Acquired Company of, or a failure on the part of Seller any Acquired Company to comply with, any Legal Requirement Requirement, or (B) may could be reasonably expected to give rise to any obligation on the part of Seller any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.nature; and (c3) Seller no Acquired Company has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible possible, or potential violation of, or failure to comply with, any Legal Requirement or Contract, or (B) any actual, alleged, possible possible, or potential obligation on the part of Seller any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (dii) Part 3.15(dSchedule 6(n) contains a complete and accurate list of each material Governmental Authorization that is held by Seller each Acquired Company or that otherwise relates to the Business business of, or to any of the Assetsassets owned or used by, each Acquired Company. Each Governmental Authorization listed or required to be listed in Part 3.15(dSchedule 6(n) is valid and in full force and effect. Seller Except as set forth in Schedule 6(n): (1) each Acquired Company is, and at all times since its inception has been, in material compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(dSchedule 6(n). ; (2) no event has occurred or circumstance exists that could reasonably be expected to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 6(n), or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 6(n); (3) no Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (4) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 6(n) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. (iii) The Governmental Authorizations listed in Part 3.15(dSchedule 6(n) collectively constitute all of the Governmental Authorizations necessary to permit Seller the Acquired Companies to lawfully conduct and operate their businesses in the Business manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which it they currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller isExcept as set forth on Disclosure Schedule 3.8(a): (i) Sellers are, and at all times since its inception has January 1, 1994, have been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller.Xxxxxx Assets; (bii) No event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of Sellers to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) Sellers have not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement that may give rise to an obligation on the part of either Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirementnature. (cb) Seller Disclosure Schedule 3.8(b) contains a complete and accurate list of each Governmental Authorization that is held by Sellers or that otherwise relates to the operation of the Facilities and the manufacture of grain handling equipment therein. Each Governmental Authorization listed or required to be listed on Disclosure Schedule 3.8(b) is valid and in full force and effect. Except as set forth on Disclosure Schedule 3.8(b): (i) Sellers are, and at all times since January 1, 1994 have been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified on Disclosure Schedule 3.8(b); (ii) to the best of Sellers' Knowledge, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed on Disclosure Schedule 3.8(b) or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed on Disclosure Schedule 3.8(b); (iii) Sellers have not received, at any time since its inceptionJanuary 1, 1994, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible possible, or potential violation of, of or failure to comply withwith any term or requirement of any Governmental Authorization, any Legal Requirement or (B) any actual, allegedproposed, possible possible, or potential obligation on the part of Seller to undertakerevocation, withdrawal, suspension, cancellation, termination of, or modification to bear any Governmental Authorization; and (iv) all or any portion applications required to have been filed for the renewal of the cost of, any remedial action of any nature. (d) Part 3.15(d) contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. Each Governmental Authorization Authorizations listed or required to be listed in Part 3.15(don Disclosure Schedule 3.8(b) is valid and in full force and effect. Seller ishave been duly filed on a timely basis with the appropriate Governmental Bodies, and at all times since its inception has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or other filings required to be identified in Part 3.15(d)have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.15(don Disclosure Schedule 3.8(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller Sellers to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Xxxxxx Assets in conjunction with the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the ClosingBusiness.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller is, Except as set forth in the Disclosure Letter and at all times since its inception as far as the Sellers are aware, (1) the Company is and has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business its business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller.its assets; (b2) No no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller the Company of, or a failure on the part of Seller the Company to comply with, any Legal Requirement Requirement, or (B) may give rise to any obligation on the part of Seller the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.nature; and (c3) Seller no Acquired Company has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible possible, or potential violation of, or failure to comply with, any Legal Requirement Requirement, or (B) any actual, alleged, possible possible, or potential obligation on the part of Seller the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Part 3.15(d) The Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by Seller the Company or that otherwise relates to the Business business of, or to any of the Assetsassets owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Part 3.15(d) the Disclosure Letter is valid and in full force and effecteffect and there is no reason why any of them should be withdrawn. Seller is, Except as set forth in the Disclosure Letter: (1) the Company is and at all times since its inception has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d)the Disclosure Letter; (2) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in the Disclosure Letter; (3) no Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (4) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.15(d) the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit Seller the Company to lawfully conduct and operate their businesses in the Business manner they currently conduct and operate such businesses and to permit the Company to own and use their assets in the manner in which it they currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Part 3.12(a): (i) Seller is, and at all times since its inception has been, is in full compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller.Assets; (bii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement applicable to the Business or the Assets or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect relating to any Legal Requirement.the Business; and (ciii) Seller has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement applicable to the Business or the Assets or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any naturerelating to the Business. (db) Part 3.15(d3.12(b) contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(d3.12(b) is valid and in full force and effect. Seller is, and at all times since its inception has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). The Governmental Authorizations listed in Part 3.15(d3.12(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business such business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the ClosingAssets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller Except as set forth in the Buyer Disclosure Schedule: (i) Buyer is, and at all times since its inception December 31, 1999, has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business its business or the ownership or use of any of its assets (provided, however, with respect to the Assets except where the failure representations and warranties made in Section 5.20, no such time limitation shall apply to comply would not reasonably be expected to have a Material Adverse Effect on Seller.any compliance with Software related Legal Requirements); (bii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute constitutes or result results in a material violation by Seller Buyer of, or a failure on the part of Seller Buyer to comply with, any material Legal Requirement Requirement, or (B) may give gives rise to any obligation on the part of Seller Buyer to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.nature; and (ciii) Seller Buyer has not received, at any time since its inceptionDecember 31, 1999, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible possible, or potential violation of, or failure to comply with, any Legal Requirement Requirement, or (B) any actual, alleged, possible possible, or potential obligation on the part of Seller Buyer to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Part 3.15(d) contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to Except as set forth in the Business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(d) is valid and in full force and effect. Seller Buyer Disclosure Schedule, Buyer is, and at all times since its inception December 31, 1999 has been, in compliance with each Governmental Authorization that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets. (c) To the Knowledge of Buyer, except as set forth in the Buyer Disclosure Schedule: (i) the Buyer has complied and are in compliance with all Environmental Laws; (ii) Buyer has not received any written or oral notice, report or other information regarding any actual or alleged violation of any Environmental Laws, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under any Environmental Laws; (iii) none of the following exists at any site occupied by Buyer: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas; (iv) Buyer has not, either expressly or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other person or entity relating to Environmental Laws; and (v) no Proceedings relating to Environmental Laws has been taken, is pending or Threatened against Buyer or any employees, directors or of officers thereof; (vi) all Governmental Authorizations required or issued under Environmental Laws necessary for carrying on the business of Buyer are in full force and effect and have been complied with in all material respects with all respects; and (vii) Buyer has or is likely to have any liability under any Environmental Law by reason of having owned, occupied or used any previously owned properties. (d) Neither Buyer nor any director, officer, agent, or employee of Buyer has directly or indirectly (i) made any payment to any Person, regardless of form, whether in money, property, or services (A) to obtain favorable treatment in securing business, (B) to pay for favorable treatment for business secured, (C) to obtain special concessions or for special concessions already obtained, for or in respect of Buyer or any Affiliate of Buyer, in violation of any Legal Requirement or obligation to which Buyer or the terms recipient of such payment is a party, or (ii) established or maintained any fund or asset that should properly be and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). The Governmental Authorizations listed in Part 3.15(d) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business has not been recorded in the manner in which it currently conducts books and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation records of the Business by Buyer from and after the ClosingBuyer.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller Except as set forth in Schedule 3.14: (i) the Acquired Company is, and at all times since its inception has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business its business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller.its assets; (bii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller the Acquired Company of, or a failure on the part of Seller the Acquired Company to comply with, any Legal Requirement Requirement, or (B) may give rise to any obligation on the part of Seller the Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.nature; and (ciii) Seller the Acquired Company has not received, received at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible possible, or potential violation of, or failure to comply with, any Legal Requirement Requirement, or (B) any actual, alleged, possible possible, or potential obligation on the part of Seller the Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Part 3.15(d) Schedule 3.14 contains a complete and accurate list of each material Governmental Authorization that is held by Seller the Acquired Company or that otherwise relates to the Business business of, or to any of the Assetsassets owed or used by, the Acquired Company. Each Governmental Authorization listed or required to be listed in Part 3.15(d) Schedule 3.14 is valid and in full force and effect. Seller Except as set forth in Schedule 3.14: (i) the Acquired Company is, and at all times since its inception has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d)Schedule 3.14; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.14; (iii) the Acquired Company has not received at any time any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Government Authorizations listed or required to be listed in Schedule 3.14 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.15(d) Schedule 3.14 collectively constitute all of the Governmental Authorizations necessary to permit Seller the Acquired Company to lawfully conduct and operate the Business its business in the manner in which it currently conducts and operates the Business such business and to permit Seller the Acquired Company to own and use the Assets its assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller isThe Company is not in violation of or default on any provisions of its articles of organization, as amended to date, or the Existing Operating Agreement. Each of the Company and its Subsidiaries and their respective properties, assets, businesses, and at all times since its inception has been, operations have been and are being operated and have been and are in compliance in with all material respects with each Legal Requirements and Orders applicable to their properties, assets, businesses, or operations. Neither the Company nor any of its Subsidiaries has received a written notice or other written communication alleging a possible violation of any Legal Requirement that is or was Order applicable to it its properties, assets, businesses, or to the conduct operations and no such written notice, communication, or operation allegation has been threatened in writing. Each of the Business Company and its Subsidiaries has in effect all Governmental Authorizations necessary for them to own, lease, or operate their respective properties and assets and to carry on their respective businesses as currently conducted, and all such Governmental Authorizations are listed in Section 4.12 of the ownership or use Disclosure Schedule (the “Scheduled Governmental Authorizations”). Each of the Scheduled Governmental Authorizations is in full force and effect, and neither the Company nor any of the Assets except where the failure to comply would not reasonably be expected to have its Subsidiaries has received a Material Adverse Effect on Seller. (b) No event has occurred written notice or circumstance exists that other written communication alleging a possible violation of, or default (with or without notice or lapse of time, or both) (A) may constitute or under, any of the Scheduled Governmental Authorizations. To the Company’s Knowledge, there is no event that would reasonably be expected to result in a material violation by Seller ofthe revocation, cancelation, non-renewal, or adverse modification of any of the Scheduled Governmental Authorizations, and the transactions contemplated by the Transaction Agreements will not cause the revocation, cancelation, non-renewal, or adverse modification of any of the Scheduled Governmental Authorizations. The Company or one of its Subsidiaries, as applicable, is entitled to or has rights under each Scheduled Governmental Authorization. The Company has furnished to the Investor and the Investor’s legal counsel true, correct, and complete copies of each of the Scheduled Governmental Authorizations. All fees and other payments due and owing in connection with the Scheduled Governmental Authorizations have been paid in full and in a failure on timely manner. To the part Company’s Knowledge, there are no past or present events, conditions, circumstances, activities, practices, incidents, actions, or plans that could reasonably be expected to (a) interfere with or prevent compliance or continued compliance by the Company or any of Seller to comply with, its Subsidiaries with any import/export Legal Requirements governing the Company’s or its Subsidiaries’ present and currently contemplated future operations or with any Legal Requirement Requirement, Order, notice, or demand letter issued, entered, promulgated, or approved thereunder, (Bb) may give rise to any obligation on liability of the part Company or any of Seller to undertakeits Subsidiaries under any import/export Legal Requirement governing the Company’s or its Subsidiaries’ past, present, and currently contemplated future operations, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. (c) Seller has not receivedotherwise form a valid basis of any Action based on or related to the import or export of goods or services (including any basis relating to the encryption of the Company’s or its Subsidiaries’ products), at any time since its inceptionand, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actualto the Company’s Knowledge, allegedno such events, possible or potential violation ofconditions, circumstances, activities, practices, incidents, actions, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Part 3.15(d) contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(d) is valid and in full force and effect. Seller is, and at all times since its inception has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). The Governmental Authorizations listed in Part 3.15(d) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not plans could reasonably be expected to have a Material Adverse Effect on Sellerarise in the future. Seller expressly disclaims Neither the Company nor any representation of its Subsidiaries is directly engaged in insurance, banking and financial services, telecommunications, public utility businesses, or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingany other regulated businesses.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller is, and at all times since its inception June 30, 2002, has been, in full compliance in all material respects with each Legal Requirement legal requirement that is or was applicable to it or to the conduct or operation of the Business its business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. (b) its assets. No event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement legal requirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. (c) nature. Seller has not received, at any time since its inceptionJune 30, 2002, any notice or other communication (whether oral or written) from any Governmental Body governmental body or any other Person person or entity regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement legal requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Part 3.15(d) Exhibit D contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business Seller's business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(d) Exhibit D is valid and in full force and effect. Seller is, and at all times since its inception June 30, 2002, has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d)Exhibit D. No event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Exhibit D or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Exhibit D. Seller has not received, at any time since June 30, 2002, any notice or other communication (whether oral or written) from any governmental body or any other person or entity regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization. All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Exhibit D have been duly filed on a timely basis with the appropriate governmental bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate governmental bodies. The Governmental Authorizations listed in Part 3.15(d) Exhibit D collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business its business in the manner in which it currently conducts and operates the Business such business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch Assets.

Compliance with Legal Requirements; Governmental Authorizations. A. Except as set forth in Schedule 6.25.A. of the Seller Disclosure Schedule: (ai) Seller is, and at all times since its inception has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller.Assets; (bii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement Requirement, or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.nature; and (ciii) Seller has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body Entity or any other Person regarding (A) any actual, alleged, possible possible, or potential violation of, or failure to comply with, any Legal Requirement Requirement, or (B) any actual, alleged, possible possible, or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Part 3.15(d) B. Schedule 6.25.B. of the Seller Disclosure Schedule contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(d) on Schedule 6.25.B. of the Seller Disclosure Schedule is valid and in full force and effect. . C. Except as set forth in Schedule 6.25.C. of the Seller Disclosure Schedule: (i) Seller is, and at all times since its inception has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). The Schedule 6.25.B. of the Seller Disclosure Schedule; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result, directly or indirectly, in a violation of or a failure to comply with any term or requirement of any Governmental Authorizations Authorization listed or required to be listed in Part 3.15(dSchedule 6.25.B. of the Seller Disclosure Schedule, or (B) collectively constitute result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 6.25.B. of the Seller Disclosure Schedule; (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Entity or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations necessary listed or required to permit be listed in Schedule 6.25.B. of the Seller to lawfully conduct Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Entities, and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected all other filings required to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the been made with respect to such Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for have been duly made on a timely basis with the lawful conduct and operation of the Business by Buyer from and after the Closingappropriate Governmental Entities.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller isExcept as set forth in Section 5.8(a) of the Disclosure Schedule, Bactolac and at all times since its inception has been, the Bactolac Assets are in compliance in with all material respects with each Legal Requirement that is or was Requirements applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. (b) No and no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute constitute, or result in in, a material violation by Seller Bactolac or the Bactolac Assets of, or a failure on the part of Seller Bactolac or the Bactolac Assets to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of Seller to undertake, Bactolac or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. (c) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller Bactolac Assets to undertake, or to bear all or any portion of the cost of, any remedial action of any nature., except in each case as would not result in a Material Adverse Change; and (db) Part 3.15(dSection 5.8(b) of the Disclosure Schedule contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Bactolac Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(dSection 5.8(b) of the Disclosure Schedule is valid and in full force and effect. Seller Except as set forth in Section 5.8(b) of the Disclosure Schedule: (i) Bactolac is, and at all times since its inception January 1, 2000, has been, in full compliance in all material respects with all of the material terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d)Section 5.8(b) of the Disclosure Schedule; (ii) To Seller's Knowledge, no event has occurred, or circumstance exists, that may (with or without notice or lapse of time) (A) constitute, or result, directly or indirectly, in, a violation of, or a failure to comply with, any term or requirement of any Governmental Authorization listed or required to be listed in Section 5.8(b) of the Disclosure Schedule or (B) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Section 5.8(b) of the Disclosure Schedule; and (iii) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 5.8(b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.15(dSection 5.8(b) of the Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit Bactolac to lawfully own and Seller to lawfully conduct use and operate occupy the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Bactolac Assets in the manner in which it the are currently owns owned, used and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingoccupied.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller is, and at all times since its inception The Company has been, in compliance complied in all material respects with each Legal Requirement that is or was applicable to it or to for the conduct or operation of the Business its business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. (b) its assets. No event has occurred or circumstance exists that or, to the Knowledge of the Company, circumstances exist (with or without notice or lapse of time) (A) that may constitute or result in a material violation by Seller the Company of, or a failure on the part of Seller the Company to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. (c) Seller . The Company has not received, at any time since its inception, any received a written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actualRequirement. Schedule 4.1.23 attached hereto contains a list of all material Governmental Authorizations that are held by the Company, allegedincluding, possible or potential obligation on the part of Seller to undertakewithout limitation, all approvals, premarket notifications to, or to bear all listings with the FDA or any portion other federal, state or foreign governmental agency or bureau under any existing Legal Requirement with respect to any products listed on Schedule 4.1.22(a) attached hereto, regardless of the cost whether such approvals of, premarket notifications and/or registrations are deemed material; and with respect to any remedial action such approvals, premarket notifications and registrations, Schedule 4.1.23 specifies the type of any nature. (d) Part 3.15(d) contains a complete approval, premarket notification or listing required and accurate list of each material the reference number or identification thereof. Each such Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(d) is valid and in full force and effecteffect in all material respects. Seller is, and at all times since its inception The Company has been, in compliance complied in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified on Schedule 4.1.23. No event has occurred that would or, to the Knowledge of the Company, circumstances exist that may (with or without notice or lapse of time) (a) constitute or result, directly or indirectly, in Part 3.15(d)a material violation of or a failure to comply with a term or requirement of any Governmental Authorization, or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or modification to, any Governmental Authorization. The Company has not received any written notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization. The Governmental Authorizations listed in Part 3.15(d) collectively on Schedule 4.1.23 constitute all of the material Governmental Authorizations necessary to permit Seller the Company to lawfully conduct and operate the Business lawfully its business in the manner in which it is currently conducts and operates the Business conducted and to permit Seller the Company to own and use the Assets its assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Part 3.14(a) to the Knowledge of Shareholder and Seller: (i) Seller is, and at all times since its inception has been, is in full compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where Assets; (ii) with respect to the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. (b) No Business and the Assets, no event has occurred or circumstance exists that (with or without notice or lapse of time) (Aa) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement or (Bb) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature nature; and (iii) with respect to any Legal Requirement. (c) the Business and the Assets, Seller has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (Aa) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (Bb) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Part 3.15(d3.14(b) contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. To the Knowledge of Shareholder and Seller. Each Governmental Authorization listed or required to be listed in Part 3.15(d3.14(b) is valid and in full force and effect. Except as set forth in Part 3.14(b) to the Knowledge of Shareholder and Seller: (i) Seller is, and at all times since its inception has been, is in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d3.14(b). The Governmental Authorizations listed in Part 3.15(d3.14(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the Assets; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (a) constitute or result directly or indirectly in a violation of or a failure to comply would with any term or requirement of any Governmental Authorization listed or required to be listed in Part 3.14(b) or (b) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.14(b); (iii) Seller has not reasonably be expected received, at any time since December 31, 2002, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (a) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and (iv) all applications required to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.15(d3.14(b) are necessary or sufficient for have been duly filed on a timely basis with the lawful conduct appropriate Governmental Bodies, and operation of all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the Business by Buyer from and after the Closingappropriate Governmental Bodies.

Compliance with Legal Requirements; Governmental Authorizations. (a) The Seller is, and at all times since its inception has been, in compliance in all material respects materially complied with each Legal Requirement that is or was applicable to it or to for the conduct or operation of the Business or Subject Business, the ownership or use of any the Subject Assets and the leasing and use of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. (b) Leased Real Property. No event has occurred or circumstance exists that would or, to the Knowledge of the Seller, circumstances exist (with or without notice or lapse of time) (A) that may constitute or result in a material violation by the Seller of, or a failure on the part of the Seller to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. (c) . The Seller has not received, at any time since its inception, any received a notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Part 3.15(d) Requirement. Schedule 5.1.19 attached hereto contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the AssetsSeller. Each such Governmental Authorization listed or required to be listed in Part 3.15(d) is valid and in full force and effect. The Seller is, and at all times since its inception has been, in compliance in all material respects complied with all of the terms and requirements of each Governmental Authorization identified or required to be identified on Schedule 5.1.19. No event has occurred that would or, to the Knowledge of the Seller, circumstances exist that may (with or without notice or lapse of time) (a) constitute or result directly or indirectly in Part 3.15(d)a violation of or a failure to comply with a term or requirement of any Governmental Authorization, or (b) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or modification to, any Governmental Authorization. The Seller has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization. The Governmental Authorizations listed in Part 3.15(d) collectively on Schedule 5.1.19 constitute all of the Governmental Authorizations necessary to permit the Seller to lawfully conduct and operate lawfully the Subject Business in the manner in which it is currently conducts and operates the Business conducted and to permit the Seller to own and use the Subject Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch assets.

Compliance with Legal Requirements; Governmental Authorizations. (ai) The Seller is, and at all times since its inception January 1, 2003 has been, in full compliance in all material respects with each material Legal Requirement that is or was applicable to it the Seller or to the conduct or operation of the Business its business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. its assets; (bii) No no event has occurred since January 1, 2003, or circumstance exists that (with or without notice or lapse of time) (A) may would reasonably be expected to constitute or result in a material violation by the Seller of, or a failure on the part of the Seller to comply with, any material Legal Requirement Requirement, or (B) may would reasonably be expected to give rise to any obligation on the part of the Seller to undertake, or to bear all or any a material portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. nature; and (ciii) the Seller has not received, at any time since its inceptionJanuary 1, 2003, any written notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible actual or potential violation of, or failure to comply with, any material Legal Requirement Requirement, or (B) any actual, alleged, possible actual or potential obligation on the part of the Seller to undertake, or to bear all or any a material portion of the cost of, any remedial action of any nature. (db) Part 3.15(dSchedule 3.4(b) of the Disclosure Schedule contains a complete and accurate list of each material Governmental Authorization that is held by the Seller or and that otherwise relates is material to the Business or operation of the Assetsbusiness of the Seller as currently conducted. Each Governmental Authorization listed or required to be listed in Part 3.15(dSchedule 3.4(b) of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Schedule 3.4(b) of the Disclosure Schedule: (i) the Seller is, and at all times since its inception January 1, 2003, has been, in material compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). The Schedule 3.4(b) of the Disclosure Schedule; (ii) no event has occurred or circumstance exists that would reasonably be expected to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any material term or requirement of any Governmental Authorizations Authorization listed or required to be listed in Part 3.15(dSchedule 3.4(b) collectively constitute of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.4(b) of the Disclosure Schedule; (iii) the Seller has not received, at any time since January 1, 2003, any written notice or other written communication from any Governmental Body or any other Person regarding (A) any actual or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations necessary listed or required to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(dSchedule 3.4(b) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after Disclosure Schedule have been duly filed on a timely basis with the Closingappropriate Governmental Bodies.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller Except as set forth in Part 5.16(a): (i) Buyer is, and at all times since its inception January 1, 2003, has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business its business or the ownership or use of any of the Assets its assets, except where the failure to comply non-compliance would not reasonably be expected to have a Buyer Material Adverse Effect on Seller.Buyer’s assets taken as a whole; (bii) No To the Knowledge of Buyer, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller Buyer of, or a failure on the part of Seller Buyer to comply with, any Legal Requirement or (B) may give rise to any material obligation on the part of Seller Buyer to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.nature; and (ciii) Seller Buyer has not received, at any time since its inceptionJanuary 1, 2003, any written notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller Buyer to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Part 3.15(d5.16(b) contains a complete and accurate list of each material Governmental Authorization that is held by Seller Buyer or that otherwise relates to the Business Buyer’s business or the Assetsits assets. Each such Governmental Authorization listed or required to be listed in Part 3.15(d) is valid and in full force and effect. Seller Except as set forth in Part 5.16(b): (i) Buyer is, and at all times since its inception January 1, 2003, has been, in material compliance in all material respects with all of the terms and requirements of each such Governmental Authorization; (ii) To the Knowledge of Buyer, no event has occurred or circumstance exists that would (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to materially comply with any term or requirement of any such Governmental Authorization, except where such violation or non-compliance would not have a Buyer Material Adverse Effect or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any such material Governmental Authorization, except where such revocation, withdrawal, suspension, cancellation, termination or modification would not have a Buyer Material Adverse Effect; (iii) Buyer has not received, at any time since January 1, 2003, any written notice or other written communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization identified or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; (iv) To the knowledge of Buyer, all applications required to be identified in Part 3.15(d). The have been filed for the renewal of such Governmental Authorizations listed have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies, except where failure to so file would not have a Buyer Material Adverse Effect; (v) Such Governmental Authorizations collectively constitute, in Part 3.15(d) collectively constitute all of material respects, the Governmental Authorizations necessary to permit Seller Buyer to lawfully conduct and operate the Business its business in the manner in which it currently conducts and operates the Business such business and to permit Seller Buyer to own and use the Assets its assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 4.15: (i) Seller is, and at all times since its inception has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where the failure to comply would be sold; including but not reasonably be expected limited to have a Material Adverse Effect on Seller.ERISA and laws relating to occupational safety and health; (bii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller or RAM UK of, or a failure on the part of Seller or RAM UK to comply with, any Legal Requirement Requirement, or (B) may give rise to any obligation on the part of Seller or RAM UK to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.nature; and (ciii) Neither Seller nor RAM UK has not received, at any time since its inceptiontime, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement Requirement, or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Part 3.15(d) Schedule 4.15 contains a complete and accurate list of each material Governmental Authorization that is held by Seller or and RAM UK and that otherwise relates to the Business or the AssetsAssets to be sold. Each Governmental Authorization listed or required to be listed in Part 3.15(d) Schedule 4.15 is valid and in full force and effect. Except as set forth in Schedule 4.15: (i) Each of Seller and RAM UK is, and at all times since its inception has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). Schedule 4.15; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 4.15, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authority listed or required to be listed in Schedule 4.15; (iii) Neither Seller nor RAM UK has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and (iv) all material applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 4.15 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other material filings required to have been made with respect to each Governmental Authorization have been duly made on a timely basis with the appropriate Governmental Bodies. (c) The Governmental Authorizations listed in Part 3.15(d) Schedule 4.15 collectively constitute all of the Governmental Authorizations necessary to permit each of Seller and RAM UK to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business such business and to permit Seller to own and use the Assets its assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) The Seller is, and at all times since its inception has been, in compliance in all material respects complied with each Legal Requirement that is or was applicable to it or to for the conduct or operation of the Subject Business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. (b) Subject Assets. No event has occurred or circumstance exists that circumstances exist (with or without notice or lapse of time) (A) that may constitute or result in a material violation by the Seller of, or a failure on the part of the Seller to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. (c) . The Seller has not received, at any time since its inception, any received a notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Part 3.15(d) Requirement. Schedule 5.1.19 attached hereto contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the AssetsSeller. Each such Governmental Authorization listed or required to be listed in Part 3.15(d) is valid and in full force and effect. The Seller is, and at all times since its inception has been, in compliance in all material respects complied with all of the terms and requirements of each Governmental Authorization identified or required to be identified on Schedule 5.1.19. No event has occurred or circumstances exist that may (with or without notice or lapse of time) (a) constitute or result directly or indirectly in Part 3.15(d)a violation of or a failure to comply with a term or requirement of any Governmental Authorization, or (b) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or modification to, any Governmental Authorization. The Seller has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization. The Governmental Authorizations listed in Part 3.15(d) collectively on Schedule 5.1.19 constitute all of the Governmental Authorizations necessary to permit the Seller to lawfully conduct and operate lawfully the Subject Business in the manner in which it is currently conducts and operates the Business conducted and to permit the Seller to own and use the Subject Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the ClosingSubject Assets.

Compliance with Legal Requirements; Governmental Authorizations. A. Except as set forth in Schedule 6.25.A. of the Seller Disclosure Schedule: (ai) Seller is, and at all times since its inception has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller.Assets; (bii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement Requirement, or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.nature; and (ciii) Seller has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body Entity or any other Person regarding (A) any actual, alleged, possible possible, or potential violation of, or failure to comply with, any Legal Requirement Requirement, or (B) any actual, alleged, possible possible, or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Part 3.15(d) B. Schedule 6.25.B. of the Seller Disclosure Schedule contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(d) on Schedule 6.25.B. of the Seller Disclosure Schedule is valid and in full force and effect. . C. Except as set forth in Schedule 6.25.C. of the Seller Disclosure Schedule: (i) Seller is, and at all times since its inception has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). Schedule 6.25.B. of the Seller Disclosure Schedule; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result, directly or indirectly, in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed inSchedule 6.25.B. of the Seller Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 6.25.B. of the Seller Disclosure Schedule; (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Entity or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 6.25.B. of the Seller Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Entities, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Entities. D. The Governmental Authorizations listed in Part 3.15(d) Schedule 6.25.B. of the Seller Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the such Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch Assets.

Compliance with Legal Requirements; Governmental Authorizations. A. Except as set forth in Schedule 4.24.A. of the Company Disclosure Schedule: (ai) Seller To the best of Company’s Knowledge, Company is, and at all times since its inception has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller.assets; (bii) No To the best of Company’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller Company of, or a failure on the part of Seller Company to comply with, any Legal Requirement Requirement, or (B) may give rise to any obligation on the part of Seller Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.nature; and (ciii) Seller Company has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body Entity or any other Person regarding (A) any actual, alleged, possible possible, or potential violation of, or failure to comply with, any Legal Requirement Requirement, or (B) any actual, alleged, possible possible, or potential obligation on the part of Seller Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Part 3.15(d) B. Schedule 4.24.B. of the Company Disclosure Schedule contains a complete and accurate list of each material Governmental Authorization that is held by Seller Company or that otherwise relates to the Business business or the Assetsassets. Each Governmental Authorization listed or required to be listed in Part 3.15(d) on Schedule 4.24.B. of the Company Disclosure Schedule is valid and in full force and effect. Seller . C. Except as set forth in Schedule 4.24.C. of the Company Disclosure Schedule: (i) To the best of Company’s Knowledge, Company is, and at all times since its inception has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). Schedule 4.24.B. of the Company Disclosure Schedule; (ii) To the best of Company’s Knowledge, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result, directly or indirectly, in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 4.24.B. of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 4.24.B. of the Company Disclosure Schedule; (iii) Company has not received any notice or other communication (whether oral or written) from any Governmental Entity or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 4.24.B. of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Entities, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Entities. (v) The Governmental Authorizations listed in Part 3.15(d) Schedule 4.24.B. of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit Seller Company to lawfully conduct and operate the Business business in the manner in which it currently conducts and operates the Business such business and to permit Seller Company to own and use the Assets assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch assets.

Compliance with Legal Requirements; Governmental Authorizations. Schedule 3.10 contains a complete and accurate list and copy of its license to transact insurance in Wisconsin and each other material license, permit and other authorization held by Sheboygan Falls in the operation of its business. Except as set forth in Schedule 3.10: (a) Seller To the Knowledge of Sheboygan Falls, Sheboygan Falls is, and at all times since its inception January 1, 2001 has been, in compliance in all material respects with each Legal Requirement the Wisconsin Insurance Law, and all other Laws that is or was are applicable to it or to the conduct or operation of the Business its business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Sellerits Assets. (b) No To the Knowledge of Sheboygan Falls, no event has occurred or circumstance exists that (with or without notice or lapse of time) time (Ai) may constitute or result in a material violation by Seller Sheboygan Falls of, or a failure on the part of Seller Sheboygan Falls to comply with, any Legal Requirement Law in any material respect or (Bii) may give rise to any material obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. (c) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller Sheboygan Falls to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (c) Sheboygan Falls has not received, at any time since January 1, 2001, any oral or written notice or other communication from any Governmental Entity or any other Person regarding (i) any actual, alleged, possible or potential violation of, or failure to comply with, any Law in any material respect or (ii) any actual, alleged, possible or potential material obligation that may give rise on the part of Sheboygan Falls to undertake, or to bear all or any portion of the cost of, any material remedial action of any nature. (d) Part 3.15(d) contains a complete Sheboygan Falls possesses all material licenses, permits and accurate list other authorizations necessary to own or lease and operate its properties and to conduct its business as now conducted and each of each material Governmental Authorization that Sheboygan Falls’ agents is held by Seller or that otherwise relates to duly licensed as such. All of such licenses, permits and authorizations of Sheboygan Falls and such agents’ appointments are hereinafter collectively called the Business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(d) is valid and “Permits.” All Permits are in full force and effecteffect and will continue in effect after the date hereof and the Closing Date without the consent, approval or act of, or the making of any filing with, any Governmental Entity other than the Required Filings and Approvals. Seller To the Knowledge of Sheboygan Falls, Sheboygan Falls is, and at all times since its inception January 1, 2001 has been, in material compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified Permit. Neither Sheboygan Falls nor, to the Knowledge of Sheboygan Falls, any of Sheboygan Falls’ agents is in material violation of the terms of any Permit, and Sheboygan Falls has not received notice of any violation or claimed violation thereunder. All applications required to be identified in Part 3.15(d). The have been filed for the renewal of any and all Permits have been duly filed on a timely basis with the appropriate Governmental Authorizations listed in Part 3.15(d) collectively constitute Entity, and all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected other filings required to have been made with such Governmental Entities with respect to the Permits have been duly made on a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingtimely basis.

Compliance with Legal Requirements; Governmental Authorizations. (ai) The Seller is, and at all times since its inception January 1, 2003 has been, in full compliance in all material respects with each material Legal Requirement that is or was applicable to it the Seller or to the conduct or operation of the Business its business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. its assets; (bii) No no event has occurred since January 1, 2003, or circumstance exists that (with or without notice or lapse of time) (A) may would reasonably be expected to constitute or result in a material violation by the Seller of, or a failure on the part of the Seller to comply with, any material Legal Requirement Requirement, or (B) may would reasonably be expected to give rise to any obligation on the part of the Seller to undertake, or to bear all or any a material portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. nature; and (ciii) the Seller has not received, at any time since its inceptionJanuary 1, 2003, any written notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible actual or potential violation of, or failure to comply with, any material Legal Requirement Requirement, or (B) any actual, alleged, possible actual or potential obligation on the part of the Seller to undertake, or to bear all or any a material portion of the cost of, any remedial action of any nature. (db) Part 3.15(dSchedule 3.5(b) of the Disclosure Schedule contains a complete and accurate list of each material Governmental Authorization that is held by the Seller or and that otherwise relates is material to the Business or operation of the Assetsbusiness of the Seller as currently conducted. Each Governmental Authorization listed or required to be listed in Part 3.15(dSchedule 3.5(b) of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Schedule 3.5(b) of the Disclosure Schedule: (i) the Seller is, and at all times since its inception January 1, 2003, has been, in material compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). The Schedule 3.5(b) of the Disclosure Schedule; (ii) no event has occurred or circumstance exists that would reasonably be expected to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any material term or requirement of any Governmental Authorizations Authorization listed or required to be listed in Part 3.15(dSchedule 3.5(b) collectively constitute of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.5(b) of the Disclosure Schedule; (iii) the Seller has not received, at any time since January 1, 2003, any written notice or other written communication from any Governmental Body or any other Person regarding (A) any actual or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations necessary listed or required to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(dSchedule 3.5(b) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after Disclosure Schedule have been duly filed on a timely basis with the Closingappropriate Governmental Bodies.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller is, and at all times since its inception has been, The Stations are in material compliance in all material respects with each Legal Requirement that is or was applicable to it the Stations or to the conduct or operation of the Business business or the ownership or use of any of the Assets except where Assets. To the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. (b) No Knowledge of Sunburst, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller the Stations of, or a failure on the part of Seller the Stations to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of Seller the Stations to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with nature. With respect to any Legal Requirement. (c) Seller the Stations, Sunburst has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement Requirement, or (B) any actual, alleged, possible or potential obligation on the part of Seller the Stations to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Part 3.15(dSchedule 4.10(b) contains a complete and accurate list of each material Governmental Authorization that is held the FCC Licenses and antenna structure registrations for all antenna structures used by Seller or that otherwise relates to Sunburst at the Business or the Assets. Each Governmental Authorization listed or Stations and required to be listed in Part 3.15(d) is so registered. The FCC Licenses are valid and in full force and effect. Seller is, and at all times since its inception has been, The Stations are in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified FCC License. To the Knowledge of Sunburst, no event has occurred or required to be identified circumstance exists that may (with or without notice or lapse of time) constitute or result directly or indirectly in Part 3.15(d). The Governmental Authorizations listed in Part 3.15(d) collectively constitute all a violation of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the or a failure to comply would with any term or requirement of any FCC License or result in the revocation, withdrawal, suspension, cancellation, termination of or any modification to any FCC License. Sunburst has not reasonably be expected received any notice or other communication (whether oral or written) from the FCC or any other Person regarding any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any FCC License or any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any FCC License. All filings required to have been made with respect to the FCC Licenses have been duly made on a Material Adverse Effect timely basis with the appropriate Governmental Bodies. The FCC Licenses listed on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closing.Schedule -------- 4.10

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in PART 5.13(a) OF THE DISCLOSURE LETTER: (i) Seller is, and at all times since its inception has been, is in full compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business its business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller.Assets; (bii) No no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.; and (ciii) Seller has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) regarding, and Seller is not aware of, any actual, alleged, possible possible, or potential violation of, or failure to comply with, any Legal Requirement Requirement, or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Part 3.15(dPART 5.13(b) OF THE DISCLOSURE LETTER contains a complete and accurate list of each material Governmental Authorization that is held by Seller. Each Governmental Authorization that is held by Seller or that otherwise relates to the Business business of Seller, or to any of the Assets. Each Assets (the "Seller Governmental Authorization listed or required to be listed in Part 3.15(dAuthorizations") is valid and in full force and effect. Except as set forth in PART 5.13(b) OF THE DISCLOSURE LETTER: (i) Seller is, and at all times since its inception has been, is in full compliance in all material respects with all of the terms and requirements of each Seller Governmental Authorization identified Authorization; (ii) no event has occurred or circumstance exists, to the knowledge of Seller that may (with or without notice or lapse of time) (A) constitute or result in a violation of or a failure to comply with any term or requirement of any Seller Governmental Authorization, or (B) result in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Seller Governmental Authorization; (iii) Seller has not received any notice or other written communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Seller Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Seller Governmental Authorization; and (iv) all applications required to be identified in Part 3.15(d)have been filed for the renewal of Seller Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Seller Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Seller Governmental Authorizations listed in Part 3.15(dPART 5.13(b) OF THE DISCLOSURE LETTER collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business its business in the manner in which it currently conducts and operates the Business such businesses and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the ClosingAssets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller is, and at all times since its inception January 1, 2008 has been, in compliance in all material respects with each all Legal Requirement Requirements that is are or was were applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. (b) No event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. (c) Transferred Assets. Seller has not received, at any time since its inceptionJanuary 1, 2008, any written notice or other communication (whether oral or written) from any Governmental Body Authority or any other Person regarding (A) any actual, alleged, possible alleged or potential violation of, of or failure to comply with, with any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any natureRequirement. (db) Part 3.15(dSection 2.11(b) of the Seller Disclosure Schedule contains a true and complete and accurate list of each material Governmental Authorization (including, without limitation, each Environmental Permit) that is held by Seller or that otherwise relates to the Business or the AssetsSeller. Each such Governmental Authorization listed or required to be listed in Part 3.15(d) is valid and in full force and effect. Seller is, and at all times since its inception January 1, 2008, has been, in compliance in all material respects with all each such Governmental Authorization. Seller has not received, at any time since January 1, 2008, any written notice or other communication from any Governmental Authority or other Person regarding (i) any actual, alleged or potential violation of or failure to comply with any term or requirement of any such Governmental Authorization, or (ii) any actual, proposed, or potential revocation, suspension, cancellation or termination of, or modification to, any such Governmental Authorization. To the terms and requirements Knowledge of each Governmental Authorization identified or required to be identified in Part 3.15(d). The Seller, the Governmental Authorizations listed in Part 3.15(dSection 2.11(b) of the Seller Disclosure Schedule collectively constitute all of the material Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner it is currently conducted. (c) Seller has not, since January 1, 2008, violated any applicable U.S. Export and Import Laws, or made a voluntary disclosure with respect to any violation of such Legal Requirements. Seller has been and is in which compliance with all applicable Foreign Export and Import Laws since January 1, 2008, and has not made a voluntary disclosure with respect to any violation of such Legal Requirements. Seller has obtained all import and export licenses required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of the Business. The Seller has at all times been in compliance with all applicable Laws relating to trade embargoes and sanctions, and no product, service or financing provided by it currently conducts has been, directly or indirectly, provided to, sold to or performed for or on behalf of Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other country or Person against whom the United States maintains economic sanctions or an arms embargo unless authorized by license or by Law. The Seller has established export procedures and operates compliance controls adequate to ensure the Business and export of its products complies with applicable Legal Requirements. (d) There is no export or import related Proceeding pending, or to permit the Knowledge of the Seller, threatened against either the Seller to own and use the Assets or any of their respective officers or directors (in their capacity as an officer or director) by or before (or, in the manner in which it currently owns case of a threatened matter, that would come before) any Governmental Authority, and uses no event has occurred or circumstance exists that may give rise to or serve as a basis for the Assets except where commencement of any such Proceeding. (e) Seller has provided a true and complete list of facility security clearances held by Seller and all personnel security clearances held by Seller, any officer, director or employee of the failure Seller (listed by category). The provided list contains all of the facility and personnel security clearances reasonably necessary to comply would not reasonably be expected to have a Material Adverse Effect on conduct the business of Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed is in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingcompliance with all national security obligations.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller is, and at all times since its inception March 31, 2003, has been, in full compliance in all material respects with each Legal Requirement legal requirement that is or was applicable to it or to the conduct or operation of the Business its business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. (b) its assets. No event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement legal requirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. (c) nature. Seller has not received, at any time since its inceptionMarch 31, 2003, any notice or other communication (whether oral or written) from any Governmental Body governmental body or any other Person person or entity regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement legal requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Part 3.15(d) Exhibit D contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business Seller's business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(d) Exhibit D is valid and in full force and effect. Seller is, and at all times since its inception March 31, 2003, has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d)Exhibit D. No event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Exhibit D or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Exhibit D. Seller has not received, at any time since March 31, 2003, any notice or other communication (whether oral or written) from any governmental body or any other person or entity regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization. All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Exhibit D have been duly filed on a timely basis with the appropriate governmental bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate governmental bodies. The Governmental Authorizations listed in Part 3.15(d) Exhibit D collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business its business in the manner in which it currently conducts and operates the Business such business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch Assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller Pathfinder is, and at all times since its inception has been, in material compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business its business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. (b) No its assets, including, without limitation, any regulation issued under any such Legal Requirement; no event has occurred or circumstance exists that (with or without notice or lapse of timetime or both) (Ai) may constitute or result in a material violation by Seller Pathfinder of, or a substantial failure on the part of Seller Pathfinder to comply with, any Legal Requirement Requirement, or (Bii) may give rise to any obligation on the part of Seller Pathfinder to undertake, or to bear all or any portion of the cost of, any substantial remedial action of any nature with respect to any Legal Requirement. (c) Seller nature; and Pathfinder has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (Ax) any actual, alleged, possible possible, or potential violation of, or failure to comply with, any Legal Requirement or Requirement, (By) any actual, alleged, possible possible, or potential obligation on the part of Seller Pathfinder to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, or (z) any investigation with respect to any such Legal Requirement, including Legal Requirements of the FDA, the EMEA and other comparable Governmental Bodies. (db) Part 3.15(d) contains a complete and accurate list of each Pathfinder has all material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. Each Governmental Authorization listed or Authorizations required to be listed in Part 3.15(d) is conduct its business as now being conducted. Such Governmental Authorizations are valid and in full force and effect. Seller is, and at all times since its inception has been, Pathfinder and Persons acting in concert with and on behalf of Pathfinder are in compliance in all material respects with all such Governmental Authorizations. Pathfinder has provided to SyntheMed a true, accurate and complete copy of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). The all such material Governmental Authorizations listed from the FDA and the EMEA. (c) Pathfinder and, to Pathfinder’s Knowledge, Persons acting in Part 3.15(dconcert with and on behalf of Pathfinder: (i) collectively constitute all have not used in any capacity the services of the Governmental Authorizations necessary to permit Seller to lawfully any individual or Entity debarred, excluded, or disqualified under 21 U.S.C. Section 335a, 42 U.S.C. Section 1320a-7, 21 C.F.R. Section 312.70, or any similar laws, rules or regulations; and (ii) have not been convicted of any crime or engaged in any conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply that has resulted, or would not reasonably be expected to have result, in debarment, exclusion, or disqualification under 21 U.S.C. Section 335a, 42 U.S.C. Section 1320a-7, 21 C.F.R. Section 312.70, or any similar laws, rules regulations. (d) Neither Pathfinder, nor (to the Knowledge of Pathfinder) any Representative of Pathfinder with respect to any matter relating to Pathfinder, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (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 the Foreign Corrupt Practices Act of 1977, as amended; or (iii) made any other unlawful payment. (e) Neither Pathfinder nor, to Pathfinder’s Knowledge, Persons acting in concert with or, to Pathfinder’s Knowledge, on behalf of Pathfinder, nor any officers, employees or agents of the same has with respect to any product that is manufactured, tested, distributed, held or marketed by or on behalf of Pathfinder made an untrue statement of a Material Adverse Effect on Seller. Seller expressly disclaims material fact or fraudulent statement to the FDA, the EMEA or any representation other Governmental Body, failed to disclose a material fact required to be disclosed to the FDA, the EMEA or warranty that any other Governmental Body, or committed an act, made a statement, or failed to make a statement that, at the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient time such disclosure was made, would reasonably be expected to provide a basis for the lawful conduct FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and operation of Illegal Gratuities” set forth in 56 Fed. Reg. 46191 (September 10, 1991) or for the Business by Buyer from and after the ClosingEMEA or any other Governmental Body to invoke any similar policy.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller isEach of the Sellers, each of the LicenseCos and Mission Maryland is in material compliance with all Legal Requirements applicable to it. None of the Sellers, Mission Maryland and the LicenseCos has received any written or oral notice from a Governmental Body that alleges that it is not in compliance with any Legal Requirement, and at all times since none of the Sellers, Mission Maryland and the LicenseCos has been subject to any adverse inspection, finding, investigation, penalty, assessment, suspension, revocation, audit or other compliance or enforcement action. Except as set forth on Schedule 4.7(a), (A) none of the Sellers, Mission Maryland and the LicenseCos has received any written or oral notice from any Governmental Body having jurisdiction over its inception has beenoperations, activities, locations, or facilities, of (I) any deficiencies or violations of, or (II) any remedial or corrective actions required in compliance in all material respects with each Legal Requirement that connection with, any Permits or their renewal, and (B) no action is or was applicable to it or being or, to the conduct or operation Knowledge of the Business Seller Parties, has been threatened or the ownership or use of any of the Assets except where the failure to comply would not contemplated which (I) could reasonably be expected to result in the issuance of any notice referenced in the preceding clause (A) or (II) could prevent or impair the operations and activities engaged in pursuant to such Permits. The Sellers, Mission Maryland and the LicenseCos have all Governmental Authorizations and Licenses reasonably necessary for the conduct of the Business (the “Permits”), which are listed on Schedule 4.7(b). All conditions of or restrictions on the Permits that may materially affect the ability of each of the Sellers, Mission Maryland and each of the LicenseCos to conduct its current Business or contemplated business, whether or not embodied in such Permit, have been disclosed to the Buyers. All of the Permits are valid and in full force and effect, and none of the Sellers, Mission Maryland and the LicenseCos is in breach or default in any material respect under any Permit or any renewal thereof. Any and all applications for renewals of the Licenses necessary for the conduct of the Business have been timely made. No notices have been received by and no claims have been pursued and/or filed or threatened to be pursued and/or filed against the Sellers, Mission Maryland or the LicenseCos alleging a Material Adverse Effect on Seller. (b) No material violation of any Permit and no event has occurred or circumstance exists that (that, with or without notice or lapse of time) (A) may constitute time or both, would reasonably be expected to result in a material violation by Seller ofthe revocation, suspension, termination, lapse or a failure on the part of Seller to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action limitation of any nature Permit (including any License). Each Seller Party hereby covenants that it shall promptly notify the Buyers of any such notice hereafter given and/or of any such action hereafter threatened or contemplated. All fees and charges with respect to any Legal Requirement. the Permits due through the date hereof have been paid in full and will be paid in full through the Closing. Schedule 4.7(b) includes, where provided by the Governmental Body: (ci) Seller has not receivedthe operations, at any time since its inceptionactivities, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actuallocations and/or facilities authorized, alleged, possible or potential violation ofcovered by, or failure subject to comply withsuch Licenses; (ii) the issuer of such License; and (iii) the expiration or renewal date for such License. Except as set forth on Schedule 4.7(b), any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Part 3.15(d) contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(d) is valid and Permits are in full force and effect. , all of the Permits are owned solely by the listed Seller isParty or the listed LicenseCo, free and clear of all Encumbrances, and at each of the Sellers, Mission Maryland and each of the LicenseCos is in compliance with the Permits and all times since Legal Requirements in all material respects. All conditions of or restrictions on such Permits that may materially affect the ability to perform any cannabis related activity authorized by Maryland law, whether or not embodied in the Permits, have been disclosed to representatives of Buyers. Based on a review of the Maryland Medical Cannabis Commission, and to the best of the Sellers’ Knowledge, the Sellers’, LicenseCos’ and Mission Maryland’s Licensed Providers have all Licenses necessary for the conduct of their business activities involving the Sellers, LicenseCos and Mission Maryland. None of the Sellers, Mission Maryland and the LicenseCos has received any written notice from any Governmental Body having jurisdiction over its inception Licensed Providers’ operations, activities, locations, or facilities, of (I) any deficiencies or violations of, or (II) any remedial or corrective actions required in connection with any License held by a Licensed Provider or their renewal, and (B) to the Seller Parties’ Knowledge, no event has beenoccurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any License held by a Licensed Provider necessary for its cannabis or cannabis-related activities and operations involving the Sellers, Mission Maryland and/or the LicenseCos. None of the Sellers, Mission Maryland and the LicenseCos has, nor, to the Knowledge of the Seller Parties have any employees, agents or other representatives of the Sellers, Mission Maryland or LicenseCos on behalf of the Sellers, Mission Maryland or LicenseCos, directly or indirectly, made or authorized any payment, contribution or gift of money, property or services, in contravention of applicable Legal Requirement, (1) as a kickback or bribe to any Person or (2) to any political organization, regulator, or the holder of or any candidate for any elective or appointive public office, except for personal political contributions not involving the direct or indirect use of funds of the Sellers, Mission Maryland or LicenseCos. Without limiting the foregoing and with the exception of immaterial deficiencies that have previously been remedied in the ordinary course (none of which resulted in any individual fine or sanctions equal to or greater than $500 or a temporary suspension of the Business for more than 24 hours), each of the Sellers, Mission Maryland, each of the LicenseCos and their employees has complied and are in compliance in all material respects with all of the terms federal, state and local laws, rules, regulations and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d). The Governmental Authorizations listed in Part 3.15(d) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business business to which it is subject, as well as the laws, rules and regulations of any other governmental or quasi- governmental authority, agency, or entity having jurisdiction with respect thereto, except with respect to federal laws regarding the manufacture, possession, sale or distribution of cannabis. The Sellers’, Mission Maryland’s and the LicenseCos’ activities pursuant to or in connection with the Licenses and to the extent required by Buyer Applicable Law: (i) are intended to prevent the distribution of marijuana to minors; (ii) are intended to prevent revenue from the sale of marijuana from going to criminal enterprises, gangs, and after cartels; (iii) are intended to prevent the Closingdiversion of marijuana from states where it is legal under state law in some form to other states; (iv) are intended to prevent state-authorized marijuana activity from being used as a cover or pretext for trafficking of other illegal drugs or other illegal activity. To the Seller Parties’ Knowledge (a) each of the Sellers, Mission Maryland and each of the LicenseCos has all necessary permits under any applicable Environmental Law for the operation of its business and is in compliance with such permits and otherwise is and has been in compliance with all Environmental Laws; (b) there has been no release or, to the Seller Parties’ Knowledge, threatened release, of any pollutant, contaminant or toxic or hazardous material, substance or waste or petroleum or any fraction thereof (each a “Hazardous Substance”), on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Sellers, Mission Maryland or the LicenseCos (including the Real Property); (c) there have been no Hazardous Substances generated by the Sellers, Mission Maryland or the LicenseCos that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any governmental authority in the United States; (d) none of the Sellers, Mission Maryland and the LicenseCos has received any written communication alleging that it is in violation of, or may have Liability under, any Environmental Law or written request by any Governmental Authority for information pursuant to any Environmental Law; and (e) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Sellers, Mission Maryland or the LicenseCos, except for the accumulation of hazardous waste in compliance with Environmental Laws. Each of the Sellers, Mission Maryland and each of the LicenseCos has made available to the Buyers true and complete copies of all material environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies and environmental studies or assessments. None of the Sellers, Mission Maryland and the LicenseCos have received any written notice regarding any actual or alleged violation of or material liability under Environmental Laws.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Part 4.12(a) of the Disclosure Letter: (i) Seller is, and at all times since its inception October 1, 1997 has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller.its business; (bii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement Requirement, or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement.nature; and (ciii) Seller has not received, at any time since its inceptionJanuary 1, 1997, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement Requirement, or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Part 3.15(d4.12(b) of the Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by Seller or that otherwise relates to the Business Assets or the Assetsbusiness of Seller. Each Governmental Authorization listed or required to be listed in Part 3.15(d4.12(b) of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 4.12(b) of the Disclosure Letter: (i) Seller is, and at all times since its inception October 1, 1997 has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(d)4.12(b) of the Disclosure Letter; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Part 4.12(b) of the Disclosure Letter or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 4.12(b) of the Disclosure Letter; and (iii) Seller has not received, at any time since October 1, 1997, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization. The Governmental Authorizations listed in Part 3.15(d4.12(b) of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit Seller lawfully to lawfully conduct and operate the Business its business in the manner in which it currently conducts and operates the Business such business and to permit Seller to own and use the Assets its assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingsuch assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Seller Except as set forth in Schedule 3.15(a) and Schedule 3.20 and except for the Custom Kitchen Liabilities which shall be assigned at Closing to Seller, (i) SWH is, and at all times since its inception January 1, 2009 has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. in all material respects; (bii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) A. may constitute or result in a material violation by Seller SWH of, or a failure on the part of Seller SWH to comply with, any Legal Requirement or (B) B. may give rise to any material obligation on the part of Seller SWH to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to any Legal Requirement. nature; and (ci) Seller SWH has not received, at any time since its inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) A. any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) B. any actual, alleged, possible or potential obligation on the part of Seller SWH to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Part 3.15(dSchedule 3.15(b) contains a complete and accurate list of each material Governmental Authorization (including liquor licenses) that is held by Seller SWH or is required to be held by SWH that otherwise relates to the Business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.15(dSchedule 3.15(b) is valid and in full force and effect. Seller Except as set forth in Schedule 3.15(b): (i) SWH is, and at all times since its inception for the last three (3) years has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15(dSchedule 3.15(b) in all material respects; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) A. constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.15(b) or B. result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.15(b); (i) SWH has not received any written notice from any Governmental Body or any other Person regarding A. any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or B. any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and (i) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.15(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.15(dSchedule 3.15(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller SWH to lawfully conduct and operate the Business in the manner in which it is currently conducts conducted and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Seller. Seller expressly disclaims any representation or warranty that the Governmental Authorizations listed in Part 3.15(d) are necessary or sufficient for the lawful conduct and operation of the Business by Buyer from and after the Closingoperated.