Common use of Compliance with Legal Requirements Clause in Contracts

Compliance with Legal Requirements. (a) Parent is, and since January 1, 2018 has been, in compliance with all Legal Requirements applicable to it and its businesses, except where the failure to comply with such Legal Requirements would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement. (b) Parent and the Parent Subsidiaries hold, and have at all times since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent and each Parent Subsidiary have at all times since January 1, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, nor, to the knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 2018, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parent, there are no pending or threatened claims against Parent or any Parent Subsidiary with respect to such Export Approvals.

Compliance with Legal Requirements. (a) Parent isand the Parent Subsidiaries are, and since January 1, 2018 has 2022 have been, in compliance with all Legal Requirements applicable to it them and its their businesses, except where the failure to comply with such Legal Requirements would notRequirements, individually or in the aggregate, has not been or would not reasonably be expected to constitute or result in be material to Parent and the Parent Subsidiaries, taken as a Parent Material Adverse Effectwhole. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreementsince January 1, 2022: (i) to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any written notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement. (b) Parent and the Parent Subsidiaries hold, and have at all times since January 1, 2018 2022 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities Authorizations necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would notpay, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. Except as has not had and would notas, individually or in the aggregate, has not had and would not reasonably be expected to constitute or result in have a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and , (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent PermitsPermits and (iii) no consent from or notice to any Governmental Entity is required in order for each Parent Permit to continue in full force and effect upon consummation of the Mergers and the other transactions contemplated by this Agreement. (c) Except as would notwhere the failure to comply with such Legal Requirements, individually or in the aggregate, has not been or would not reasonably be expected to have be material to Parent and the Parent Subsidiaries, taken as a Parent Material Adverse Effectwhole, (i) Parent and each Parent Subsidiary have at all times since January 1, 2018 conducted all import 2022 complied with applicable Sanctions Laws and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms RegulationsLaws, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, otherwise involved in investigations or an investigation conducted, enforcement actions by a any Governmental Entity pertaining or other Legal Proceedings with respect to the above statutes any actual or regulationsalleged violations of Export Control Laws or Sanctions Laws, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither (iii) neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAChas been notified of any such pending or threatened actions, (iv) neither Parent, any Parent Subsidiary, nor is any director or officer of Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, noror, to the knowledge of Parent, any director, officer, other employee, independent contractor, consultant, agent agent, or other person Person acting on behalf of Parent or any Parent Subsidiary, is locateda Prohibited Person or is subject to debarment or any list-based designations under the Export Control Laws, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since and (v) since January 1, 20182022, Parent and the Parent Subsidiaries have obtained secured and maintained all necessary Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 20182022, has been in compliance in all material respects with the terms of all Export Approvals. To None of the officers, directors, or, to the knowledge of Parent, there are no pending or threatened claims against employees of Parent or any of the Parent Subsidiary with respect to such Export ApprovalsSubsidiaries is a foreign or domestic Government Official.

Compliance with Legal Requirements. (a) Parent isand the Parent Subsidiaries are, and since January 1, 2018 has 2020 have been, in compliance with all Legal Requirements applicable to it them and its their respective businesses, except where the failure to comply with such Legal Requirements would not, individually or in the aggregate, reasonably be expected to constitute or result in have a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreementsince January 1, 2020: (i) received any written notice or, to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent, any Parent Plan or any fiduciary of any Parent Plan of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement. (b) Parent and the Parent Subsidiaries hold, and have at all times since January 1, 2018 2020 held, all Governmental Authorizations and other franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders Orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all required tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (collectively, the “Parent Permits”) ), including FCC authorizations, and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in have a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits. (c) Except as would not, individually or in the aggregate, reasonably be expected to have be material to Parent and Parent Subsidiaries, taken as a Parent Material Adverse Effectwhole, Parent and each Parent Subsidiary have at all times since January 1, 2018 2020 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of the Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 2020 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty ten percent (5010%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, nor, to the knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, since January 1, 20182020, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 20182020, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parent, there are no pending or threatened threatened, claims against Parent or any Parent Subsidiary with respect to such Export Approvals.

Compliance with Legal Requirements. (a) Parent is, and since January 1, 2018 has been, each Parent Subsidiary are in compliance with all applicable Legal Requirements applicable to it and its businessesRequirements, except where the failure to comply with such Legal Requirements would not, for any non-compliance that individually or in the aggregate, aggregate would not reasonably be expected to constitute or result in have a Parent Material Adverse EffectEffect on Parent. Neither Parent nor any Parent Subsidiary hashas received, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parentat any time since January 1, received 2002, any written notice or verbal notice other written, or, to Parent’s Knowledge, other communication from any Governmental Entity Body or any other Person regarding any actual, alleged, possible or potential material violation by Parent of any Legal Requirement; of, or (ii) provided any notice material failure to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of comply with, any Legal Requirement. (b) As of the date of this Agreement, no material Parent and Product is under consideration by the members of Parent’s senior management included within the definition of “Knowledge” of the Parent for recall, withdrawal, suspension, seizure or discontinuance, or has been recalled, withdrawn, suspended, seized or discontinued (in each case, other than for commercial or other business reasons) by, Parent or any of its Subsidiaries holdin the United States or outside the United States (whether voluntarily or otherwise), and have at all times in each case since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for 2002. No proceedings in the lawful operation United States or outside of the businesses United States of which Parent and has Knowledge (whether completed or pending) seeking the recall, withdrawal, suspension, seizure or discontinuance of any material Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Product are pending against Parent and the Parent or any of its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, which individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not aggregate have had and or would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. (c) Neither Parent nor any of its Subsidiaries, Parent and each Parent Subsidiary have at all times since January 1nor, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controlsto the Knowledge of Parent, including the United States Export Administration Actany officer, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business employee or agent of Parent or any of its Subsidiaries, has knowingly made an untrue statement of a material fact or knowingly made a fraudulent statement to any Governmental Body, knowingly failed to disclose a material fact required to be disclosed to any Governmental Body, or knowingly committed an act, made a statement, or failed to make a statement that, at the time, would reasonably be expected to provide a basis for any Governmental Body to invoke its policy respecting “fraud, untrue statements of material facts, bribery, illegal gratuities” or any similar policy. Neither Parent Subsidiary nor any of its Subsidiaries, nor, to the Knowledge of Parent, any officer, employee or agent of Parent or any of its Subsidiaries, has been convicted of any crime for which debarment is conducted. Except as would notmandated by 21 U.S.C. § 335a(a) or any similar Legal Requirement or authorized by 21 U.S.C. § 335a(b) or any similar Legal Requirement. (d) Since January 1, 2004 and through the date of this Agreement, neither Parent nor any of its Subsidiaries has received any written notice that any Governmental Body has (a) commenced, or threatened to initiate, any action to withdraw its approval or request the recall of any Parent Product, (b) commenced, or threatened to initiate, any action to enjoin production of any Parent Product or (c) commenced, or threatened to initiate, any action to enjoin the production of any product produced at any facility where any Parent Product is manufactured, tested or packaged, except for any such action that individually or in the aggregate, aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, nor, to the knowledge of Effect on Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 2018, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parent, there are no pending or threatened claims against Parent or any Parent Subsidiary with respect to such Export Approvals.

Compliance with Legal Requirements. (a) Parent isand the Parent Subsidiaries are, and since January 1, 2018 has 2017 have been, in compliance with all Legal Requirements applicable to it them and its their businesses, except where the failure to comply with such Legal Requirements would notRequirements, individually or in the aggregate, has not been and would not reasonably be expected to constitute or result in be material to Parent and the Parent Subsidiaries, taken as a Parent Material Adverse Effectwhole. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement. (b) Parent and the Parent Subsidiaries hold, and have at all times since January 1, 2018 2017 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations Governmental Authorizations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would notpay, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would notas, individually or in the aggregate, has not constituted or resulted in and would not reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits. (c) Except as would notas, individually or in the aggregate, has not been or would not reasonably be expected to have be material to Parent and the Parent Subsidiaries, taken as a Parent Material Adverse Effectwhole, Parent and each Parent Subsidiary have at all times since January 1, 2018 conducted during the five (5) years prior to the date of this Agreement complied in all import material respects with applicable Sanctions Laws and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of TreasuryLaws, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, otherwise involved in investigations or an investigation conducted, enforcement actions by a any Governmental Entity pertaining or other legal proceedings with respect to the above statutes any actual or regulationsalleged violations of Export Control Laws or Sanctions Laws, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither and neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent has been notified of any such pending or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designatedthreatened actions. Neither Parent nor Parent, any Parent Subsidiary, any director, officer, or employee, nor, to the knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized a Prohibited Person or resident in, is subject to debarment or doing business in, a country or region that is any list-based designations under the target Export Control Laws. During the five (5) years prior to the date of comprehensive OFAC sanctions. Since January 1, 2018this Agreement, Parent and the Parent Subsidiaries have obtained secured and maintained all necessary material permits, registrations, agreements or other authorizations, including amendments thereof pursuant to applicable Export Control Laws or Sanctions Laws required for (i) the export, import and re-export of its products, services, software and technologies, and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (the “Parent Export Approvals”), and each of Parent and the Parent Subsidiaries is and, since January 1, 2018uring the five (5) years prior to the date of this Agreement, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parent, there are no pending or threatened claims against Parent or any Parent Subsidiary with respect to such Export Approvals. (d) Except as, individually or in the aggregate, has not been or would not reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole, Parent has implemented policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption Laws, Export Control Laws or Sanctions Laws.

Compliance with Legal Requirements. (a) Parent is, and since January 1, 2018 has been, Seller is in substantial compliance with all Legal Requirements relating to the use of the Specified Assets. Since January 1, 2000, Seller has not received any written notice from any governmental body alleging any failure to comply with any Legal Requirement relating to the use of the Specified Assets and the employment of the Available Employees, except for any such notice relating to a failure to comply that has since been cured. (b) To Seller's knowledge, at all times prior to August 1, 1999, Seller was in substantial compliance with all Environmental Laws applicable to it the Specified Assets, the Boulder Facility and its businessesSeller's operations at the Boulder Facility. Seller is, and has been at all times since August 1, 1999, in substantial compliance with all Environmental Laws applicable to the Specified Assets, the Boulder Facility and Seller's operations at the Boulder Facility. To Seller's knowledge, no event has occurred or condition exists or has existed which would reasonably be expected to give rise to liability on the part of Purchaser pursuant to, or to materially impair Purchaser's compliance with, any Environmental Law applicable to the Specified Assets and the Boulder Facility. The Boulder Facility has not been listed or, to Seller's knowledge, proposed for listing on the National Priorities List established by the United States Environmental Protection Agency, or any similar federal or state list. To Seller's knowledge, no material lien has attached to any of Seller's property at the Boulder Facility pursuant to any Environmental Law. (c) There has not been any action taken by Seller, operating practice by Seller or failure by Seller to act that would reasonably be expected to give rise to a material liability on the part of Purchaser as a result of: (i) the handling, storage, use, presence, transportation or disposal or arranging for transportation or disposal of any Hazardous Substance by Seller in, on, under, near or from the Boulder Facility; (ii) any emission, discharge or release of any Hazardous Substance by Seller on or from the Boulder Facility into or upon the air, surface water, ground water or land; (iii) any disposal, handling, manufacturing, processing, distribution, use, treatment or transport of any Hazardous Substances by Seller on or from the Boulder Facility; or (iv) the presence of any Hazardous Substances (including asbestos, urea formaldehyde foam installation or similar substances contained in building materials) in or on the Boulder Facility. (d) Seller holds all registrations, permits, licenses and approvals issued by or on behalf of any federal, state or local government body that are required pursuant to any Environmental Laws for the occupancy of and the conduct of business at the Boulder Facility and the ownership of the Specified Assets ("Environmental Permits"), except where the failure to comply with hold such Legal Requirements Environmental Permits would not, individually or in not have a material adverse effect on the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement. (b) Parent and the Parent Subsidiaries hold, and have at all times since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation value of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses Specified Assets taken as they a whole. Any such Environmental Permits held by Seller are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and currently in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary . Seller is in substantial compliance with the all terms and requirements conditions of such Environmental Permits, and with all Parent Permitsother applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws. (ce) Except as would To Seller's knowledge, no underground storage tanks or surface impoundments exist at the Boulder Facility. (f) Seller has not, individually either expressly or in the aggregateby operation of law, assumed or undertaken any liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental Laws that would reasonably be expected to have result in a Parent Material Adverse Effectmaterial liability to Purchaser. (g) Seller has made available to Purchaser copies of any environmental reports, Parent audits, permits, licenses, registrations and each Parent Subsidiary have at all times since January 1other environmental, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including health or safety documents relating to the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act Specified Assets and the International Traffic Boulder Facility that are in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent Seller's possession or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, nor, to the knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 2018, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parent, there are no pending or threatened claims against Parent or any Parent Subsidiary with respect to such Export Approvalscontrol.

Compliance with Legal Requirements. (a) Parent isDISH and the DISH Subsidiaries are, and since January 1, 2018 has 2020 have been, in compliance with all Legal Requirements applicable to it them and its their respective businesses, except where the failure to comply with such Legal Requirements would not, individually or in the aggregate, reasonably be expected to constitute or result in have a Parent DISH Material Adverse Effect. Neither Parent DISH nor any Parent DISH Subsidiary has, during the three-year period prior to the date of this Agreementsince January 1, 2020: (i) received any written notice or, to the knowledge of ParentDISH, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent DISH, any DISH Plan or any fiduciary of any DISH Plan of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent DISH or any Parent DISH Subsidiary of any Legal Requirement. (b) Parent DISH and the Parent DISH Subsidiaries hold, and have at all times since January 1, 2018 2020 held, all Governmental Authorizations and other franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders Orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent DISH and the Parent DISH Subsidiaries, and have filed all required tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent DISH and the Parent DISH Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (collectively, the “Parent DISH Permits”) ), including FCC authorizations, and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent DISH Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in have a Parent DISH Material Adverse Effect, (i) all Parent DISH Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of ParentDISH, no suspension or cancellation of any such Parent DISH Permit is threatened; and (ii) Parent DISH and each Parent DISH Subsidiary is in compliance with the terms and requirements of all Parent DISH Permits. (c) Except as would not, individually or in the aggregate, reasonably be expected to have be material to DISH and DISH Subsidiaries, taken as a Parent Material Adverse Effectwhole, Parent DISH and each Parent DISH Subsidiary have at all times since January 1, 2018 2020 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of the Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent DISH or any Parent DISH Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent DISH Material Adverse Effect, neither Parent DISH nor any Parent DISH Subsidiary has been since January 1, 2018 2020 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent DISH or any Parent DISH Subsidiary pertaining to such matters. Neither Parent DISH nor any Parent DISH Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent DISH or any Parent DISH Subsidiary owned fifty ten percent (5010%) or more by an individual or entity that is so designated. Neither Parent DISH nor any Parent DISH Subsidiary, nor, to the knowledge of ParentDISH, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent DISH or any Parent DISH Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since Except as would not, individually or in the aggregate, reasonably be expected to have a DISH Material Adverse Effect, since January 1, 20182020, Parent DISH and the Parent DISH Subsidiaries have obtained all Export Approvals, and each of Parent DISH and the Parent DISH Subsidiaries is and, since January 1, 20182020, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of ParentDISH, there are no pending or threatened threatened, claims against Parent DISH or any Parent DISH Subsidiary with respect to such Export Approvals.

Compliance with Legal Requirements. (a) Parent isThe Company and the Company Subsidiaries are, and since January 1, 2018 has 2019 have been, in compliance with all Legal Requirements applicable to it them and its their businesses, except where the failure to comply with such Legal Requirements would notRequirements, individually or in the aggregate, has not been or would not reasonably be expected to constitute or result in be material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole. Neither Parent the Company nor any Parent Company Subsidiary has, during the three-year three (3)-year period prior to the date of this Agreement: Agreement (i) to the knowledge of Parentthe Company, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent the Company or any Company Subsidiaries of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent the Company or any Parent Company Subsidiary of any Legal Requirement. (b) Parent The Company and the Parent Company Subsidiaries hold, and have at all times since January 1, 2018 2019 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable material Governmental Entities Authorizations necessary for the lawful operation of the businesses of Parent the Company and the Parent Company Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent the Company and the Parent Company Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being currently conducted (the “Parent Company Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file file, pay or pay hold such Company Permits has not had and would not, individually or in the aggregate, not reasonably be expected to havebe material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole. Except as has would not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in be material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole, (i) all Parent Company Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parentthe Company, no suspension or cancellation of any such Parent Company Permit is threatened; and (ii) Parent the Company and each Parent Company Subsidiary is in compliance with the terms and requirements of all Parent Company Permits. (c) Except Part 2.12(c) of the Company Disclosure Schedule sets forth a true and complete list, by Company Insurance Subsidiary, of all jurisdictions in which each such Company Insurance Subsidiary is licensed or authorized to write insurance business as would not, individually or in of the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent date hereof. (d) The Company and each Parent Company Subsidiary have at all times since January 1, 2018 conducted 2019 complied in all import material respects with applicable Sanctions Laws and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and Laws. Neither the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent Company or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Company Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, otherwise involved in investigations or an investigation conducted, enforcement actions by a any Governmental Entity pertaining or other Legal Proceedings with respect to any actual or alleged violations of Export Control Laws or Sanctions Laws, and neither the above statutes Company or regulationsany Company Subsidiary has been notified in writing of any such pending or threatened actions. Neither the Company nor any Company Subsidiary, nor are there any currently pending internal investigations by Parent director, officer or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFACemployee, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, nor, to the knowledge of Parentthe Company, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent the Company or any Parent Company Subsidiary, is located, organized a Prohibited Person or resident in, is subject to debarment or doing business in, a country or region that is any list-based designations under the target of comprehensive OFAC sanctionsExport Control Laws. Since January 1, 20182019, Parent the Company and the Parent Company Subsidiaries have obtained secured and maintained all necessary permits, registrations, agreements or other authorizations, including amendments thereof pursuant to the Export Control Laws or Sanctions Laws, including for (i) the export, import and re-export of its products, services, software and technologies, and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (the “Export Approvals”), and each of Parent the Company and the Parent Company Subsidiaries is and, since January 1, 20182019, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parentthe Company, there are no pending or threatened claims against Parent the Company or any Parent Company Subsidiary with respect to such Export Approvals. (e) None of the officers, directors, employees or majority owners of the Company or any of its Subsidiaries is a foreign or domestic Government Official.

Compliance with Legal Requirements. (a) Parent The Company and each Company Subsidiary is, and since January 1, 2018 has been, in compliance with all Legal Requirements applicable to it them and its their businesses, except where the failure to comply with such Legal Requirements would notRequirements, individually or in the aggregate, has not been or would not reasonably be expected to constitute or result in be material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole. Neither Parent Since January 1, 2018, neither the Company nor any Parent Company Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parentthe Company, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent the Company or any Company Subsidiaries of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent the Company or any Parent Company Subsidiary of any Legal Requirement, in each case that would reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. (b) Parent The Company and the Parent Company Subsidiaries hold, and have at all times since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities Authorizations necessary for the lawful operation of the businesses of Parent the Company and the Parent Company Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent the Company and the Parent Company Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Company Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would notpay, individually or in the aggregate, would not reasonably be expected to havebe material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole. Except as has would not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in be material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole, (i) all Parent Company Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parentthe Company, no suspension or cancellation of any such Parent Company Permit is threatened; and (ii) Parent the Company and each Parent Company Subsidiary is in compliance with the terms and requirements of all Parent Company Permits. Part 2.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of those licenses, permits, approvals, consents, and other authorizations issued by any Governmental Entity with jurisdiction over the provision of communications, telecommunications, information, or video services, or the use of radiofrequency spectrum that are material to the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted (the “Material Communications Permits”). (ci) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent The Company and each Parent Company Subsidiary have at all times since January 1, 2018 conducted all import during the five (5) years prior to the date of this Agreement complied with applicable Sanctions Laws and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act Laws, and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and neither the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent Company nor any Parent Company Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issuedotherwise involved in investigations or enforcement actions by any Governmental Entity or other Legal Proceedings with respect to any actual or alleged violations of Export Control Laws or Sanctions Laws, and neither the Company nor any Company Subsidiary has been notified of any such pending or threatened actions. Neither the Company, any Company Subsidiary, any director, officer, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiaryemployee, nor, to the knowledge of Parent, any director, officer, employeethe Company, independent contractor, consultant, agent or other person acting on behalf of Parent the Company or any Parent Company Subsidiary, is locateda Prohibited Person or is subject to debarment or any list-based designations under the Export Control Laws. During the five (5) years prior to the date of this Agreement, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent Company and the Parent Company Subsidiaries have obtained secured and maintained all necessary material permits, registrations, agreements or other authorizations, including amendments thereof pursuant to applicable Export Control Laws or Sanctions Laws required for (i) the export, import and re-export of its products, services, software and technologies, and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (the “Export Approvals”), and each of Parent the Company and the Parent Company Subsidiaries is and, since January 1, 2018during the five (5) years prior to the date of this Agreement, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parentthe Company, there are no pending or threatened claims against Parent the Company or any Parent Company Subsidiary with respect to such Export Approvals.

Compliance with Legal Requirements. (a) Parent isThe Company and the Company Subsidiaries are, and since January 1, 2018 has have been, in compliance with all Legal Requirements applicable to it them and its their businesses, except where the failure to comply with such Legal Requirements would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Company Material Adverse Effect. Neither Parent the Company nor any Parent Company Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parentthe Company, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent the Company, any Company Plan or any fiduciary of any Company Plan of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent the Company or any Parent Company Subsidiary of any Legal Requirement. (b) Parent The Company and the Parent Company Subsidiaries hold, and have at all times since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent the Company and the Parent Company Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent the Company and the Parent Company Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Company Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Company Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Company Material Adverse Effect, (i) all Parent Company Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parentthe Company, no suspension or cancellation of any such Parent Company Permit is threatened; and (ii) Parent the Company and each Parent Company Subsidiary is in compliance with the terms and requirements of all Parent Company Permits. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect, Parent the Company and each Parent Company Subsidiary have at all times since January 1, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent the Company or any Parent Company Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect, neither Parent the Company nor any Parent Company Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent the Company or any Parent Company Subsidiary pertaining to such matters. Neither Parent the Company nor any Parent Company Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent the Company or any Parent Company Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent the Company nor any Parent Company Subsidiary, nor, to the knowledge of Parentthe Company, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent the Company or any Parent Company Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent the Company and the Parent Company Subsidiaries have obtained all material consents, orders and declarations from, provided all material notices to, and made all material filings with, all Governmental Entities required for (i) the export, import and re-export of its products, services, software and technologies, and (ii) releases of technologies and software to foreign nationals located in the U.S. and abroad (the “Export Approvals”), and each of Parent the Company and the Parent Company Subsidiaries is and, since January 1, 2018, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parentthe Company, there are no pending or threatened claims against Parent the Company or any Parent Company Subsidiary with respect to such Export Approvals.

Compliance with Legal Requirements. (a) Parent isThe Company and the Company Subsidiaries are, and since January 1, 2018 has 2017 have been, in compliance with all Legal Requirements applicable to it them and its their businesses, except where the failure to comply with such Legal Requirements would notRequirements, individually or in the aggregate, has not been and would not reasonably be expected to constitute or result in be material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole. Neither Parent the Company nor any Parent Company Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parentthe Company, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent the Company or any Company Subsidiary of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent the Company or any Parent Company Subsidiary of any Legal Requirement. (b) Parent The Company and the Parent Company Subsidiaries hold, and have at all times since January 1, 2018 2017 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations Governmental Authorizations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent the Company and the Parent Company Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent the Company and the Parent Company Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Company Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would notpay, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Company Material Adverse Effect. Except as has not had and would notas, individually or in the aggregate, has not constituted or resulted in and would not reasonably be expected to constitute or result in a Parent Company Material Adverse Effect, (i) all Parent Company Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parentthe Company, no suspension or cancellation of any such Parent Company Permit is threatened; and (ii) Parent the Company and each Parent Company Subsidiary is in compliance with the terms and requirements of all Parent Company Permits. (c) Except as would notas, individually or in the aggregate, has not been or would not reasonably be expected to have be material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole, Parent (i) the Company and each Parent Company Subsidiary have at all times since January 1, 2018 conducted all import during the five (5) years prior to the date of this Agreement complied with applicable Sanctions Laws and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act Laws, and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and neither the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent Company nor any Parent Company Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issuedotherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Export Control Laws or Sanctions Laws, and neither the Company nor any Company Subsidiary has been notified of any such pending or threatened actions. Neither the Company, any Company Subsidiary, any director, officer, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiaryemployee, nor, to the knowledge of Parent, any director, officer, employeethe Company, independent contractor, consultant, agent or other person acting on behalf of Parent the Company or any Parent Company Subsidiary, is locateda Prohibited Person or is subject to debarment or any list-based designations under the Export Control Laws. During the five (5) years prior to the date of this Agreement, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent Company and the Parent Company Subsidiaries have obtained secured and maintained all necessary material permits, registrations, agreements or other authorizations, including amendments thereof pursuant to applicable Export Control Laws or Sanctions Laws required for (i) the export, import and re-export of its products, services, software and technologies, and (ii) releases of technologies and software to foreign nationals located in the United States and abroad (the “Export Approvals”), and each of Parent the Company and the Parent Company Subsidiaries is and, since January 1, 2018during the five (5) years prior to the date of this Agreement, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parentthe Company, there are no pending or threatened claims against Parent the Company or any Parent Company Subsidiary with respect to such Export Approvals. (d) Except as, individually or in the aggregate, has not been or would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, the Company has implemented policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption Laws, Export Control Laws or Sanctions Laws.

Compliance with Legal Requirements. (a) Parent isThe Company and the Company Subsidiaries are, and since January 1, 2018 has 2022 have been, in compliance with all Legal Requirements applicable to it them and its their businesses, except where the failure to comply with such Legal Requirements would notRequirements, individually or in the aggregate, has not been or would not reasonably be expected to constitute or result in be material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole. Neither Parent the Company nor any Parent Company Subsidiary has, during the three-year period prior to the date of this Agreementsince January 1, 2022: (i) to the knowledge of Parentthe Company, received any written notice or verbal notice from any Governmental Entity regarding any potential or actual material violation by Parent the Company or any Company Subsidiaries of any Legal Requirement; or (ii) provided any written notice to any Governmental Entity regarding any potential or actual material violation by Parent the Company or any Parent Company Subsidiary of any Legal Requirement. (b) Parent The Company and the Parent Company Subsidiaries hold, and have at all times since January 1, 2018 2022 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities Authorizations necessary for the lawful operation of the businesses of Parent the Company and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Company Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Company Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would notpay, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Company Material Adverse Effect. Except as has not had and would notas, individually or in the aggregate, has not had and would not reasonably be expected to constitute or result in have a Parent Company Material Adverse Effect, (i) all Parent Company Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parentthe Company, no suspension or cancellation of any such Parent Company Permit is threatened; and (ii) Parent the Company and each Parent Company Subsidiary is in compliance with the terms and requirements of all Parent Company Permits; and (iii) no consent from or notice to any Governmental Entity is required in order for each Company Permit to continue in full force and effect upon consummation of the Mergers and the other transactions contemplated by this Agreement. (c) Except as would notwhere the failure to comply with such Legal Requirements, individually or in the aggregate, has not been or would not reasonably be expected to have be material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole, Parent (i) the Company and each Parent Company Subsidiary have at all times since January 1, 2018 conducted all import 2022 complied with applicable Sanctions Laws and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms RegulationsLaws, (ii) statutesneither the Company or any Company Subsidiary has been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other Legal Proceedings with respect to any actual or alleged violations of Export Control Laws or Sanctions Laws, executive orders and regulations administered by OFAC and neither the United States Department Company or any Company Subsidiary has been notified of Stateany such pending or threatened actions, (iii) import control statutes and regulations administered by neither the Department Company, any Company Subsidiary, nor any director or officer of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent Company or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Company Subsidiary, noror, to the knowledge of Parentthe Company, any director, officer, other employee, independent contractor, consultant, agent agent, or other person acting on behalf of Parent the Company or any Parent Company Subsidiary, is locateda Prohibited Person or is subject to debarment or any list-based designations under the Export Control Laws, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since and (iv) since January 1, 20182022, Parent the Company and the Parent Company Subsidiaries have obtained secured and maintained all necessary permits, registrations, agreements or other authorizations, including amendments thereof pursuant to the Export Control Laws or Sanctions Laws, including for (A) the export, import and re-export of its products, services, Software and technologies, and (B) releases of technologies and Software to foreign nationals located in the United States and abroad (the “Export Approvals”), and each of Parent the Company and the Parent Company Subsidiaries is and, since January 1, 20182022, has been in compliance in all material respects with the terms of all Export Approvals. To None of the officers, directors, or, to the knowledge of Parentthe Company, there are no pending or threatened claims against Parent employees of the Company or any Parent Subsidiary with respect to such Export Approvalsof the Company Subsidiaries is a foreign or domestic Government Official.

Compliance with Legal Requirements. (a) Parent isThe use of the InterMedia Assets as they are currently used and the conduct of InterMedia's Business and the operation of the InterMedia Systems as they are currently conducted and operated do not, to the General Partner's Knowledge, except as described on Schedule 3.7, violate or infringe in any material respect any material Legal Requirements currently in effect (other than Legal Requirements described in Sections 3.6, 3.7(d) and 3.12, as to which the representations and warranties set forth in those subsections shall apply), including (i) the Communications Act, (ii) Section 111 of the Copyright Act and (iii) all other applicable material Legal Requirements relating to the construction, maintenance, ownership and operation of the InterMedia Assets, the InterMedia Systems and InterMedia's Business. Neither the General Partner nor any of the InterMedia Companies has received any written notice of any material violation by the InterMedia Companies or InterMedia's Business of any material Legal Requirement applicable to the operation of InterMedia's Business as currently conducted, or the InterMedia Systems as currently operated, and since January 1there is no existing fact, 2018 circumstance or condition that could reasonably form the basis for a finding by any Governmental Authority of any such material violation. (b) Except as disclosed on Schedule 3.7, a valid request for renewal has been, in compliance been duly and timely filed under Section 626 of the Cable Act with the proper Franchising Authority with respect to all Legal Requirements applicable to it and its businesses, except where the failure to comply with such Legal Requirements would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period System Franchises that have expired prior to or will expire within 36 months after the date of this Agreement: (i) to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement. (b) Parent and the Parent Subsidiaries hold, and have at all times since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits. (c) Except as would notset forth in Schedule 3.7, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent and each Parent Subsidiary have at all times since January 1, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controlsneither the General Partner nor any of the InterMedia Companies has received any written notice or demand from the FCC, including from any television station, or from any other Person or Governmental Authority (A) challenging the United States Export Administration right of the InterMedia Systems to carry any television broadcast station or deliver the same or (B) claiming that any InterMedia System has failed to carry a television broadcast station required to be carried pursuant to the Communications Act or has failed to carry a television broadcast station on a channel designated by such station consistent with the requirements of the Communications Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, ; (ii) statutesto the General Partner's Knowledge, executive orders all material FAA approvals to the extent necessary have been obtained with respect to the height and regulations administered by OFAC location of towers used in connection with the operation of the InterMedia Systems and the United States Department of Stateare listed in Schedule 3.7, and such towers are being operated in compliance in all material respects with applicable FCC and FAA rules; and (iii) import control statutes and regulations administered by neither the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, General Partner nor, to the General Partner's Knowledge, any of the InterMedia Companies has received any written notice from any Governmental Authority with respect to or has knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is an intention to enforce customer service standards pursuant to the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is 1992 Cable Act and, since January 1except as set forth in the System Franchises, 2018to the General Partner's Knowledge, has been the InterMedia Companies have not agreed with any Governmental Authority to establish customer service standards that exceed the FCC standards promulgated pursuant to the 1992 Cable Act. (d) To the General Partner's Knowledge, each InterMedia System is in compliance in all material respects with the terms provisions of the 1992 Cable Act as such Legal Requirements relate to the rates and other fees charged to subscribers of InterMedia's Business. The InterMedia Companies have used commercially reasonable efforts to establish rates charged to subscribers, effective since September 1, 1993, that are or were allowable under the 1992 Cable Act and any authoritative interpretation thereof now or then in effect, to the extent such rates are or were subject to regulation at such time by any Governmental Authority, including any Franchising Authority and/or the FCC. Notwithstanding the foregoing, none of the Sellers makes any representations or warranties that the rates charged to subscribers of the InterMedia Systems would be allowable by any rules and regulations of any Governmental Authority that are promulgated after the Closing Date. The General Partner has delivered to Buyer complete and correct copies of all Export Approvalsmaterial FCC Forms and other information reasonably requested by Buyer relating to rate regulation generally or specific rates charged to subscribers with respect to the InterMedia Systems. To Except as set forth on Schedule 3.7, the knowledge InterMedia Companies have not made any election with respect to any cost of Parentservice proceeding conducted in accordance with Part 76.922 of Title 47 of the Code of Federal Regulations or any similar proceeding with respect to any of the InterMedia Systems (a "Cost of Service Election"). Except as set forth in Schedule 3.7, the InterMedia Companies have not entered into and are not subject to any so-called social contract or proposed resolution with the FCC or any Franchising Authority with respect to rates charged for cable television services in the InterMedia Systems and are not currently negotiating or anticipating entering into or being subject to the same. Except as otherwise described on Schedule 3.7, to the General Partner's Knowledge, (i) there are no pending outstanding or threatened claims against Parent unresolved proceedings or investigations (other than those affecting the cable industry generally) dealing with or otherwise affecting the rates that any Parent Subsidiary InterMedia System can charge (whether for programming, equipment, installation, service or otherwise) including appeals, (ii) no InterMedia System is subject to any currently effective order issued by a Governmental Authority that reduced the rates that it may charge (whether for programming, equipment, installation, service, or otherwise), (iii) no Franchising Authority has been certified by the FCC as a rate regulating authority with respect to such Export Approvalsany of the InterMedia Systems, and (iv) there is no unresolved material complaint pending with respect to the CPST tier of any InterMedia System and no rate order with respect to the InterMedia Systems that is being appealed.

Compliance with Legal Requirements. (a) Parent isExcept as set forth in Section 2.16 of the Disclosure Schedule, to the Company’s Knowledge, (i) the Company and since January 1, 2018 has been, its Subsidiaries are in compliance in all material respects with all Legal Requirements and Governmental Orders applicable to it and or its businessesBusiness or by which any property, asset or the business or operations of the Business is bound or affected, except where the failure to comply with such Legal Requirements as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (ii) there are no material permits, licenses, membership privileges, authorizations, consents, approvals, waivers or franchises to be granted by or obtained from any Governmental Body (“Permits”) that are required for the Company or its Subsidiaries to operate the Business, (iii) no investigation or review by any Governmental Body is pending or has been threatened against the Company or any of its Subsidiaries and (iv) no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a Parent violation by the Company or any of its Subsidiaries of, or a failure on the part of the Company or any of its Subsidiaries to comply with, in any material respect, any Legal Requirement, except where such failure to comply would not reasonably be expected to have a Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement. (b) Parent The Company and its Subsidiaries have established and implemented programs, policies, procedures, contracts and systems reasonably designed to cause their respective employees and contractors to comply in all material respects with the applicable provisions of the Health Insurance Portability and Accountability Act of 1996 as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and their implementing regulations and any federal or state Legal Requirement, and their implementing regulations, governing the collection, use, disclosure, privacy, security, integrity, accuracy, transmission, storage or other protection of personal health information and the Parent Subsidiaries holdexchange of health information. (c) No suspension or cancellation of any Permit is pending or, and have at all times since January 1to the Company’s Knowledge threatened, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are each such Permit is valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result and the Company is and always has been in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in material compliance with the terms and requirements of all Parent such Permits. (c) Except as , except for suspensions or cancellations that would not, individually or in the aggregate, not reasonably be expected to have a Parent Material Adverse Effect, Parent and each Parent Subsidiary have at all times since January 1, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, nor, to the knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 20182013, Parent and the Parent Subsidiaries have obtained all Export ApprovalsCompany has not received any written notice or other communication from any Governmental Body regarding: (i) any actual or possible violation of or failure to comply with any term or requirement of any Permit; or (ii) any actual or possible revocation, and each withdrawal, suspension, cancellation, termination or modification of Parent and the Parent Subsidiaries is and, since January 1, 2018, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parent, there are no pending or threatened claims against Parent or any Parent Subsidiary with respect to such Export ApprovalsPermit.

Compliance with Legal Requirements. (aA) Parent isThe Company has duly and properly complied with all filing and registration requirements and all relevant laws in respect of the due and proper establishment, existence and operation, changes in shareholding, contribution and payment of its registered capital, and since January 1other documents imposed under the relevant laws of the jurisdiction in which it was incorporated, 2018 in which the failure to do so would reasonably be expected to have a Material Adverse Effect on the Company. (B) The register of members and register of directors of the Company are correct and the Company has beennot received any written application or request for rectification of such registers which remains outstanding and there are no circumstances which might reasonably be expected to lead to any such application or request for rectification of such register to be made have arisen or occurred. (C) The constitutional documents and certificates of the Company are valid, in compliance with all Legal Requirements relevant applicable to it laws and its businesses, except where have been duly approved or issued (as applicable) by the failure to comply with such Legal Requirements would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parent, received any written notice or verbal notice from any competent Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal RequirementAuthorities. (bD) Parent and the Parent Subsidiaries hold, and have at all times since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptionsAll licences, consents, certificatesauthorisations, approvalsregistrations, clearancesorders, warrants, confirmations, permissions, qualifications certificates, approvals and registrations and orders of all applicable Governmental Entities authorities (“Licences”) which are necessary for or in connection with the lawful operation carrying on of the businesses ordinary course of Parent business and operations of the Company as now carried on and the Parent Subsidiariesabsence of which will not have a Materially Adverse Effect on the Company, and the Licences have filed all tariffsbeen obtained, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, effect and have been and are being complied with in all material respects and are not subject to any administrative or judicial proceeding conditions that could result are onerous in any modification, termination or revocation thereof the context of the Company given the nature of the operations of the Company and, to the knowledge of Parentthe Company, there is no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits. (c) Except as circumstance which would not, individually or in the aggregate, reasonably be expected to have invalidate any such Licences or render it liable to revocation, forfeiture or modification or affect is renewal. None of such Licences will be suspended, cancelled, refused, modified or revoked as a Parent Material Adverse Effectresult of the entry into or completion of the transactions contemplated under this Agreement. (E) The Company has not received any written notice with respect to any investigation, Parent complaint, enquiry, penalty or disciplinary proceeding concerning the Company. To the knowledge of the Company, no fact or circumstance exists which might give rise to any such investigation, complaint, enquiry, penalty or disciplinary proceeding or similar circumstances reasonably likely to lead to any claim or legal action, proceeding, suit, litigation, prosecution, investigation, enquiry or arbitration against the Company. (F) The Company is carrying on and each Parent Subsidiary have at all times since January 1, 2018 conducted all import has carried on its business and export transactions operations in accordance compliance with (i) all applicable U.S. export and re-export controlslaws, including the United States Export Administration Act, Export Administration Regulationsconstitution documents, the Arms Export Control Act Company’s manuals, policies and the International Traffic procedures in Arms Regulationsall material respects. (G) The Company has not received any written notice from any Taxation or revenue authority, (ii) statutesor other official, executive orders and regulations administered by OFAC and the United States Department department, agency or body in Hong Kong or any other jurisdiction of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the antiany Tax-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries related dispute in which relation to the business of Parent or any Parent Subsidiary is conducted. Except as would notthe Company, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, norand, to the knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 2018, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of ParentCompany, there are no pending facts which may reasonably give rise to any dispute. (H) There is no contract, agreement or threatened claims against Parent arrangement to which the Company is a party or in which the Company is concerned or interested which, in accordance with its terms or by virtue of applicable law or regulation, will or could be varied, avoided, cancelled, repudiated, rescinded, prematurely determined, declared to be invalid or not renewed in any such case by virtue of or by reference to or in connection with a change of control of the Company, any similar circumstance (including Completion) or any Parent Subsidiary other current circumstance, or which, in accordance with respect its terms or by virtue of applicable law or regulation, will or could reasonably be expected to impose any liability or any new or additional obligation on the relevant Company by reference to any such Export Approvalschange of control or other circumstance or which will or could reasonably be expected to give any other person the right to impose any such new or additional obligation, and there is not outstanding any written claim or notice or allegation to any such effect or indicating that any such matter is foreseeable.

Compliance with Legal Requirements. (a) Parent isCompliance by Target Companies Each of the Target Companies has, so far as the Vendor is aware, complied and since January 1, 2018 has been, is continuing to comply in compliance all material respects with all Legal Requirements relevant legislation and regulations and guidelines in any part of the world applicable to it and and/or its businesses, except where the failure to comply with such Legal Requirements would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirementbusiness and/or its assets. (b) Parent and the Parent Subsidiaries hold, and have at all times since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation Ultra xxxxx Each of the businesses of Parent Target Companies is empowered and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and duly qualified to carry on their businesses as they are business in all jurisdictions in which its present business is now being conducted (the “Parent Permits”) carried on and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to entered into any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permitsultra xxxxx transaction. (c) Except as would notReturns All returns, individually particulars, resolutions and other documents required to be filed with or delivered to the relevant authorities in the aggregateRepublic of the Xxxxxxxx Islands and Norway by the relevant Target Company have been properly prepared and so filed or delivered. (d) Governing Documents of the Target Companies The governing documents of, reasonably and all resolutions passed by, the Target Companies and all other legal requirements concerning the Target Companies have been complied with. Copies of the governing documents of each of the Target Companies have been provided to the Purchaser, which are complete and accurate in all material respects, have attached thereto or incorporated therein copies of all resolutions and other documents required by law to be expected so attached or incorporated, and fully set out the rights and restrictions attaching to the Interests. (e) Books and records The statutory books (including all registers and minute books whether electronic or otherwise), books of account and other statutory records of each of the Target Companies have a Parent Material Adverse Effect, Parent been properly and each Parent Subsidiary have at all times since January 1, 2018 conducted all import and export transactions accurately written up or maintained in accordance with all applicable laws and are up to date (but not including the date of the Agreement) and comprise complete and accurate records of all information required to record therein other than to the extent that they are not material to the business of any of the Target Companies. None of the Target Companies have received any notice or allegation that any of the statutory books, books of accounts or other records of whatsoever kind of any of the Target Companies are inaccurate or incomplete or should be rectified. (f) Name of Target Companies Each of the Target Companies does not use or otherwise carry on business under any name other than its full corporate name. Each of the Target Companies has the full right to use its corporate name without restriction, and the Company and the Vendor are not aware of any actual or threatened challenge to the use of that name in respect of the business of each of the Target Companies or any claim that any such use infringes any rights of any third party. (g) Consents and licences Each of the Target Companies holds any and all licences (including statutory licences), permissions, authorisations, consents, registrations and exemptions required by such Target Company for the operation of its business as now carried on, and, to the Vendor’s knowledge, none of these is subject to revocation or cancellation for any reason. (h) No penalties or fines None of the Target Companies nor any of their officers (or agents during the course of their duties) have committed or omitted to do any act or thing that has given or could give rise to a material claim, fine, penalty or other liability, at law or in equity, in respect of the physical or environmental condition of any of their fixed or moveable assets, real property or products. (i) all applicable U.S. export No investigations and re-export controlsinquiries. No investigations, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic inquiries or reviews by or on behalf of any governmental or other body in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department respect of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the any Target Company or its business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor assets are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, noror, to the knowledge of ParentVendor’s knowledge, any director, officer, employee, independent contractor, consultant, agent in existence or other person acting on behalf of Parent have been conducted or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent and the Parent Subsidiaries have obtained all Export Approvalsthreatened, and each of Parent and the Parent Subsidiaries is and, since January 1, 2018, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parent, there are no pending or threatened claims against Parent or any Parent Subsidiary with respect circumstances that might give rise to such Export Approvalsinvestigation, inquiry or review.

Compliance with Legal Requirements. All of the representations and warranties made in this Section 3.18 are subject to the matters disclosed on SCHEDULE 3.18 as of the date hereof and as of the Closing (a) Parent is, and since January 1, 2018 has been, as Updated as of the Closing). Each Seller is in compliance in all material respects with all Legal Requirements applicable to it and its businesses, except where the failure to comply with such Business. No Seller has committed any breach of any Legal Requirements would notRequirement that may reasonably, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior material penalty or fine with respect to the date Business, suspension or loss of this Agreementany License set forth on SCHEDULE 3.10, or other adverse or remedial action that would materially interfere with the conduct of the Business. Without limiting the foregoing, in each case in connection with the Business: (i) Sellers are not aware of any facts or circumstances that exist, which would cause any of Sellers to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding be deemed to be operating in violation in any material violation respect of the Federal Bank Secrecy Act, as amended, and its implementing regulations, the USA PATRIOT ACT of 2001 and the regulations promulgated thereunder, any order issued with respect to anti-money laundering by Parent the U.S. Department of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent the Treasury's Office of Foreign Assets Control, or any Parent Subsidiary of any Legal Requirement. (b) Parent and the Parent Subsidiaries holdother applicable anti-money laundering statute, and have at all times since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file rule or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent and each Parent Subsidiary have at all times since January 1, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulationsregulation, (ii) statutes, executive orders and regulations administered Sellers are not aware of any facts or circumstances which would cause Sellers to believe that any non-public customer information has been disclosed to or accessed by OFAC and the United States Department of Statean unauthorized third party in a manner which would cause any Seller to undertake any material remedial action, (iii) import control statutes UBOC's and UBOCI's respective boards of directors have adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the USA PATRIOT ACT of 2001 and the regulations administered by promulgated thereunder and such anti-money laundering program meets the Department requirements in all material respects of Homeland Security, U.S. Customs Section 352 of the USA PATRIOT ACT of 2001 and Border Protectionthe regulations promulgated thereunder, (iv) the anti-boycott regulations administered Sellers have complied in all material respects with any requirements to file reports and other necessary documents as required by the United States Department USA PATRIOT ACT of Commerce 2001 and the U.S. Department of Treasuryregulations promulgated thereunder, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations none of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent SubsidiarySellers, nor, to the knowledge of ParentSellers' Knowledge, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent Sellers, has (A) directly or indirectly, used any Parent Subsidiaryfunds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (B) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (C) failed to disclose fully any contribution made by Sellers (or made by any person acting on its behalf of which Sellers are aware) which is located, organized or resident inin violation of law, or doing business in(D) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended. Sellers have a country or region that is system of internal accounting controls, recordkeeping and procedures sufficient to comply with the target Foreign Corrupt Practices Act of comprehensive OFAC sanctions. Since January 11997, 2018as amended, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each economic sanctions of Parent and the Parent Subsidiaries is and, since January 1, 2018, has been in compliance in all material respects with United States administered by the terms U.S. Treasury Department's Office of all Export Approvals. To the knowledge of Parent, there are no pending or threatened claims against Parent or any Parent Subsidiary with respect to such Export ApprovalsForeign Assets Control.

Compliance with Legal Requirements. (a) Parent is, and since January 1, 2018 has been, in compliance with all Legal Requirements applicable to it and its businesses, except where the failure to comply with such Legal Requirements would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement. (b) Parent and the Parent Subsidiaries hold, and have at all times since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent and each Parent Subsidiary have at all times since January 1, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, nor, to the knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 20182019, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 2018, Seller has been in compliance in all material respects with all Legal Requirements related to the terms Specified Assets. Since January 1, 2019, Seller has not received any written communication from any Governmental Entity or any written notice, claim, request for information or complaint from any other Person alleging any failure to comply with or any liability under any Legal Requirement related to the Specified Assets, and to the Knowledge of all Export Approvals. To the knowledge of Parent, there are no Seller none is pending or threatened claims against Parent threatened, or has been received by Seller prior to January 1, 2019, except for any such notice related to an immaterial failure to comply that has since been cured. (b) Seller holds all Authorizations issued by or on behalf of any Governmental Entity that are required pursuant to any Environmental Laws in connection with the ownership by Seller of the Specified Assets (“Environmental Permits”), except where the failure to hold such Environmental Permits would not have a material adverse effect on the value of the Specified Assets taken as a whole. Any such Environmental Permits held by Seller are currently in full force and effect. Seller is in compliance in all material respects with all terms and conditions of such Environmental Permits, and with all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws. (c) Seller has not, either expressly or by operation of law, assumed or undertaken, or agreed to indemnify, any liability or corrective, investigatory or remedial obligation of any other Person related to any Environmental Laws that would reasonably be expected to result in a material liability to Purchaser as a result of the consummation of the transactions contemplated by this Agreement or any Parent Subsidiary with respect Ancillary Agreement. (d) Seller has made available to such Export ApprovalsPurchaser copies of any environmental reports, audits, permits, licenses, registrations and other environmental, health or safety documents related to the Specified Assets or Specified Product that are in Seller’s possession or control.

Compliance with Legal Requirements. (a) Parent isNo CHB Company has been or is in conflict with, and since January 1or in default or violation of, 2018 has been(i) any Legal Requirement, in compliance with all Legal Requirements order, judgment or decree applicable to it and a CHB Company or by which any of its businessesmaterial properties is bound or affected, or (ii) any CHB Contract to which a CHB Company is a party or by which a CHB Company or any of its properties is bound or affected, except where the failure to comply with such Legal Requirements for any conflicts, defaults or violations which would not, individually or in the aggregate, reasonably be expected to constitute or result in have a Parent CHB Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parent, received any written notice No investigation or verbal notice from review by any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement. (b) Parent and the Parent Subsidiaries hold, and have at all times since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof andBody is pending or, to the knowledge of ParentContributor, no suspension threatened against any CHB Company that could reasonably be expected to result in material liability to the CHB Companies, taken as a whole, nor has any Governmental Body indicated to Contributor or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is CHB Company in compliance with writing an intention to conduct the terms and requirements of all Parent Permitssame. (cb) Except as would not, individually or in the aggregate, have or reasonably be expected to have a Parent CHB Material Adverse Effect, Parent and each Parent Subsidiary have at the CHB Companies hold all times since January 1material permits, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controlslicenses, including the United States Export Administration Actauthorizations, Export Administration Regulationsvariances, the Arms Export Control Act and the International Traffic in Arms Regulationsexemptions, (ii) statutes, executive orders and regulations administered by OFAC and approvals from Governmental Bodies which are necessary to the United States Department operation of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conductedthe CHB Companies taken as a whole (collectively, the “CHB Permits”). The CHB Companies are in compliance in all material respects with the terms of the CHB Permits. Except as would not, individually or in the aggregate, have or reasonably be expected to have a Parent CHB Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1no action, 2018 proceeding, revocation proceeding, amendment procedure, writ, injunction or currently claim is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, noror, to the knowledge of ParentContributor, threatened in writing, which seeks to revoke or materially limit any directormaterial CHB Permit. Except as prohibited by applicable Legal Requirements and as would not, officerindividually or in the aggregate, employeehave or reasonably be expected to have a CHB Material Adverse Effect, independent contractorthe rights and benefits of each material CHB Permit will be available to the Group Companies immediately following the Closing. (c) None of the CHB Companies and, consultantto the knowledge of Contributor, agent no director or other person officer of any CHB Company or Person acting in concert with or on behalf of Parent the CHB Companies, or any Parent Subsidiaryofficers, is located, organized or resident in, or doing business in, a country or region that is employees of the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 2018, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parent, there are no pending or threatened claims against Parent or any Parent Subsidiary same with respect to such Export Approvalsany matter relating to any of the CHB Companies, 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 any other analogous legislation in any jurisdiction; or (iii) made any other unlawful payment.

Compliance with Legal Requirements. (a) Parent is, and since January 1, 2018 has been, GOVERNMENTAL AUTHORIZATIONS. 3.14.1 Except as set forth in compliance with all Legal Requirements applicable to it and its businesses, except where the failure to comply with such Legal Requirements would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreement: Schedule 3.14 (i) to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement. (b) Parent Company and the Parent its Subsidiaries holdare, and have at all times since January 1, 2018 held1997 have been, all franchisesin full compliance with each ________________________________________________________________________________ * An asterisk indicates confidential material has been omitted from this document filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all as amended. Legal Requirement that is or was applicable Governmental Entities necessary for to them or to the lawful conduct or operation of their business or the businesses ownership or use of Parent any of their assets, except for such non-compliance which would not have a Material Adverse Effect and (ii) neither the Parent SubsidiariesCompany nor any of its Subsidiaries have received, and have filed all tariffsat any time since January 1, reports1997, 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 except for such notices and other documents with communications which could not have a Material Adverse Effect. 3.14.2 The Company and each Subsidiary has all Governmental Entities Authorizations necessary for Parent to permit the Company and the Parent its Subsidiaries to own, lease lawfully conduct and operate their properties business as currently conducted and assets and as approved by the Board to carry on their businesses as they are now being be conducted (in the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewithfuture, except where for such authorizations, the failure to have, file or pay has possess which would not had and would not, individually or in the aggregate, reasonably be expected to have, have a Parent Material Adverse Effect. Except The Company and its Subsidiaries are and have been in full compliance with all of the terms and requirements of each Governmental Authorization that is held by the Company and its Subsidiaries or that otherwise relates to the business of the Company and its Subsidiaries as has not had presently conducted and would not, individually or as approved by the Board to be conducted in the aggregatefuture, reasonably be expected or to constitute any of the assets owned or result in used by the Company and its Subsidiaries, except for such non-compliance which would not have a Parent Material Adverse Effect, (i) all Parent Permits are . Each Governmental Authorization referred to in the foregoing sentence is valid and in full force and effect, are not subject . No event has occurred or circumstance exists that may constitute or result directly or indirectly in a violation of or a failure to comply with any administrative term or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation requirement of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits. (c) Except as would not, individually Governmental Authorization or result directly or indirectly in the aggregaterevocation, reasonably be expected to have a Parent Material Adverse Effectwithdrawal, Parent suspension, non-renewal, cancellation, or termination of, or any modification to, any such Governmental Authorization and each Parent Subsidiary have at all times since January 1, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered no notice has been received by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent Company or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, nor, to the knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 2018, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parent, there are no pending or threatened claims against Parent or any Parent Subsidiary with respect to the foregoing, other than those events, circumstances or notices which would not have a Material Adverse Effect. To the best knowledge of the Company, the Company and its Subsidiaries can obtain all such Export Approvalsrenewals and Governmental Authorizations on a timely basis as needed for their respective operations and business, other than those the failure of which to be obtained could not have a Material Adverse Effect.

Compliance with Legal Requirements. (a) Parent is, and since January 1, 2018 2019 has been, in compliance with all Legal Requirements applicable to it and its businesses, except where the failure to comply with such Legal Requirements would not, individually or in the aggregate, has not been or would not reasonably be expected to constitute or result in be material to Parent and the Parent Subsidiaries, taken as a Parent Material Adverse Effectwhole. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreementsince January 1, 2019: (i) to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement. (b) Parent and the Parent Subsidiaries hold, and have at all times since January 1, 2018 2019 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities Authorizations necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would notpay, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Material Adverse Effect. Except as has not had and would notas, individually or in the aggregate, has not had and would not reasonably be expected to constitute or result in have a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and , (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent PermitsPermits and (iii) no consent from or notice to any Government Entity is required in order for each Parent Permit to continue in full force and effect upon consummation of the Mergers and the other transactions contemplated by this Agreement. (c) Except as would notwhere the failure to comply with such Legal Requirements, individually or in the aggregate, has not been or would not reasonably be expected to have be material to Parent and the Parent Subsidiaries, taken as a Parent Material Adverse Effectwhole, Parent and each Parent Subsidiary have at all times since January 1, 2018 conducted all import 2019 complied with applicable Sanctions Laws and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Laws. Neither Parent or nor any Parent Subsidiary is conducted. Except as would nothas been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other Legal Proceedings with respect to any actual or alleged violations of Export Control Laws or Sanctions Laws, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, and neither Parent nor any Parent Subsidiary has been since January 1notified of any such pending or threatened actions. Neither Parent, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulationsany Parent Subsidiary, nor are there any currently pending internal investigations by director or officer of Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, noror, to the knowledge of Parent, any director, officer, other employee, independent contractor, consultant, agent agent, or other person Person acting on behalf of Parent or any Parent Subsidiary, is located, organized a Prohibited Person or resident in, is subject to debarment or doing business in, a country or region that is any list-based designations under the target of comprehensive OFAC sanctionsExport Control Laws. Since January 1, 20182019, Parent and the Parent Subsidiaries have obtained secured and maintained all necessary Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 20182019, has been in compliance in all material respects with the terms of all Export Approvals. To None of the knowledge officers, directors, or employees of Parent, there are no pending or threatened claims against Parent or any of the Parent Subsidiary with respect to such Export ApprovalsSubsidiaries is a foreign or domestic Government Official.

Compliance with Legal Requirements. (a) Parent is, and since January 1, 2018 has been, in compliance with all Legal Requirements applicable to it and its businesses, except where the failure to comply with such Legal Requirements would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement. (b) Parent and the Parent Subsidiaries hold, and have at all times since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent and each Parent Subsidiary have at all times since January 1, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, nor, to the knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 20182019, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 2018, Seller has been in compliance in all material respects with all Legal Requirements related to the terms Specified Assets. Since January 1, 2019, Seller has not received any written communication from any Governmental Entity or any written notice, claim, request for information or complaint from any other Person alleging any failure to comply with or any liability under any Legal Requirement related to the Specified Assets, and to the Knowledge of all Export Approvals. To the knowledge of Parent, there are no Seller none is pending or threatened claims against Parent threatened, or has been received by Seller prior to January 1, 2019, except for any such notice related to an immaterial failure to comply that has since been cured. (b) Seller holds all Authorizations issued by or on behalf of any Governmental Entity that are required pursuant to any Environmental Laws in connection with the ownership by Seller of the Specified Assets (“Environmental Permits”), except where the failure to hold such Environmental Permits would not have a material adverse effect on the value of the Specified Assets taken as a whole. Any such Environmental Permits held by Seller are currently in full force and effect. Seller is in compliance in all material respects with all terms and conditions of such Environmental Permits, and with all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws. (c) Seller has not, either expressly or by operation of law, assumed or undertaken, or agreed to indemnify, any liability or corrective, investigatory or remedial obligation of any other Person related to any Environmental Laws that would reasonably be expected to result in a material liability to Purchaser as a result of the consummation of the transactions contemplated by this Agreement or any Parent Subsidiary with respect Ancillary Agreement. (d) Seller has made available to such Export Approvals.Purchaser copies of any environmental reports, audits, permits, licenses, registrations and other environmental, health or safety documents related to the Specified Assets or Specified Product that are in Seller’s possession or control. 2.7

Compliance with Legal Requirements. (a) Parent Each of the Acquired Corporations is, and at all times since January 1December 31, 2018 2008 has been, in compliance in all material respects with all applicable Legal Requirements applicable to it and its businessesRequirements. Since December 31, except where 2008, none of the failure to comply with such Legal Requirements would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parent, Acquired Corporations has received any written notice or verbal notice other communication from any Governmental Entity Body regarding any material actual or possible violation by Parent of of, or failure to comply with, any Legal Requirement; , except for violations or (ii) provided any notice failures to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirementcomply which have not had and would not be reasonably likely to have a Company Material Adverse Effect. (b) Parent and Each of the Parent Subsidiaries holdAcquired Corporations is, and have at all times since January 1December 31, 2018 held2008 has been, in compliance in all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of material respects with all applicable Governmental Entities necessary for the lawful operation Legal Requirements, other than Drug Laws (as to which compliance is addressed in paragraphs (b)-(o) of this Section 2.12). Since December 31, 2008, none of the businesses of Parent and the Parent SubsidiariesAcquired Corporations has received any written notice or other communication from any Governmental Body regarding any actual or possible violation of, and have filed all tariffsor failure to comply with, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewithany Legal Requirement, except where the failure for violations or failures to have, file or pay has comply which have not had and would not, individually or in the aggregate, not be reasonably be expected likely to have, have a Parent Company Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits. (c) Except Each of the Acquired Corporations that are subject to the Federal Food, Drug and Cosmetic Act, as would notamended, individually and the regulations thereunder, the Public Health Service Act, as amended, or in the aggregatesimilar Legal Requirements of any foreign jurisdiction (collectively, reasonably be expected to have a Parent Material Adverse Effect“Drug Laws”), Parent is and each Parent Subsidiary have at all times since January 1December 31, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, nor, to the knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 2018, 2008 has been in compliance in all material respects with all applicable requirements under all such Drug Laws, including those relating to “Good Laboratory Practices” (“GLP”), “Good Clinical Practices” and “Good Manufacturing Practices” (“GMP”) (as those terms are defined by the U.S. Food and Drug Administration (“FDA”)), adverse event reporting and recordkeeping. (d) None of the Acquired Corporations has received any written notice from the FDA or any other Governmental Body alleging any violation of any Drug Law. None of the Acquired Corporations has received any: (i) written notices of inspectional observations (including those recorded on Form FDA 483), establishment inspection reports, warning letters, untitled letters; (ii) written notice of any intention to conduct an investigation or review; or (iii) other documents issued by the FDA or any other Governmental Body alleging a material lack of compliance with any Drug Law by any Acquired Corporation. (e) Each preclinical test performed by or on behalf of the Acquired Corporations in support of human studies in connection with or as the basis for any submission to the FDA or other comparable Governmental Body, filed under an Investigational New Drug Application, Clinical Trial Application, or other foreign equivalent has been conducted in accordance, in all material respects, with applicable GLP requirements, including those contained in 21 C.F.R. Part 58. (f) Each human clinical trial conducted by the Acquired Corporations, or to the Company’s Knowledge, by a Third Party on behalf of an Acquired Corporation, has been or is being conducted in material compliance with all applicable requirements of “Good Clinical Practice” and “Informed Consent” and “Institutional Review Boards” (as those terms are defined in FDA 21 C.F.R. Parts 50, 54, 56 and 312) and, where applicable, the provisions governing the privacy of patient medical records under the Health Insurance Portability and Accountability Act of 1996 and the implementing regulations of the United States Department of Health and Human Services, and all Export Approvalssimilar provisions under applicable comparable foreign Drug Laws. To Except as set forth in Part 2.12(f) of the knowledge Disclosure Schedule, none of Parentthe Acquired Corporations, there are no pending nor, to the Company’s Knowledge, any Person under contract to any Acquired Corporation, has received any written notice that the FDA or any other Governmental Body or institutional review board has initiated, or threatened claims against Parent to initiate, any clinical hold or other action to suspend any Parent Subsidiary clinical trial or to suspend or terminate any Investigational New Drug Application (or foreign equivalent thereto) sponsored by any Acquired Corporation, or otherwise restrict the preclinical research on or clinical study of any product candidate of the Acquired Corporations. Notwithstanding the foregoing, any representation is made only to the Company’s Knowledge with respect to activities by Third Parties to which an Acquired Corporation has transferred its regulatory obligations under the provisions of 21 C.F.R. Section 312.52 or any comparable foreign Drug Law. (g) All clinical trials conducted by or on behalf of any Acquired Corporation and the results of all such Export Approvalsclinical trials have been registered and disclosed to the extent required by and in accordance with all applicable Drug Laws. (h) The manufacturing operations of each Acquired Corporation or, to the Company’s Knowledge, under contract to any of the Acquired Corporations, have been and are being conducted in accordance, in all material respects, with applicable current GMP. (i) No product candidate manufactured, tested, distributed or held by any of the Acquired Corporations has been recalled, withdrawn, suspended or discontinued (whether voluntarily or otherwise). No proceedings (whether completed or pending) seeking the recall, withdrawal, suspension or seizure of any such product candidate or pre-market approvals are pending or, to the Company’s Knowledge, threatened, against any of the Acquired Corporations or any of their respective Affiliates, nor have any such proceedings been pending at any time. The Company has, prior to the execution of this Agreement, made available to Parent all information in its possession or control about adverse drug experiences, including information derived from clinical investigations prior to any market authorization approvals or registries, reports in the scientific literature, and unpublished scientific papers relating to any product or product candidate manufactured, tested, distributed or held by the Acquired Corporations or any of their licensors or licensees in the possession of the Acquired Corporations (or to which any of them has access). In addition, the Company (and each of the other Acquired Corporations, as applicable) has filed all annual and periodic reports, amendments and Investigational New Drug Safety Reports required for any of its product candidates required to be made to the FDA or any other Governmental Body. (j) There are no proceedings pending or, to the Company’s Knowledge, threatened against any Acquired Corporation with respect to (i) a violation by any Acquired Corporation of any Drug Law, or (ii) any alleged injuries to a participant in any clinical trial conducted by or on behalf of any Acquired Corporation. (k) Part 2.12(k) of the Disclosure Schedule sets forth an accurate and complete listing as of the date hereof by study title and report number of all preclinical studies and clinical trials previously or currently undertaken or sponsored with respect to any product candidate of the Acquired Corporations in connection with or as the basis for any regulatory submission by or on behalf of the Acquired Corporations to the FDA or any other Governmental Body. Accurate and complete copies of all such data and reports made available to the Company with respect to the studies and trials listed in Part 2.12(k) of the Disclosure Schedule have been provided for review to Parent, and the Company has otherwise provided or made available for review all material preclinical and material clinical studies and trials and all other material information known to it regarding the efficacy and safety of such product candidates. (l) No Acquired Corporation, nor any other Person on behalf of or for the benefit of any Acquired Corporation, is marketing, distributing, selling or otherwise commercializing any product, or previously has done so. (m) The Acquired Corporations have delivered or made available to Parent all forms, licenses, reports, applications, material correspondence and material meeting minutes received from or sent to the FDA and any other similar Governmental Body, and all written reports of phone conversations, visits or other contact with the FDA and any other similar Governmental Body, relating to any product candidate of the Acquired Corporations or to compliance with any Drug Law, including any and all written notices of inspectional observations, establishment inspection reports and any other documents received from the FDA or comparable foreign Governmental Bodies. (n) None of the Acquired Corporations, or any officer, employee or, to the Company’s Knowledge, agent of any Acquired Corporation, has made an untrue statement of a material fact or fraudulent statement to the FDA or any other Governmental Body, failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Body, or committed any act, made any statement, or failed to make any statement, that would reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Fact, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991). None of the Acquired Corporations or, to the Company’s Knowledge, any officer, employee or agent of any Acquired Corporation has been convicted of any crime or engaged in any conduct that would reasonably be expected to result in or that has resulted in (i) debarment under 21 U.S.C. Section 335a or any similar state or federal law or (ii) exclusion from participating in the Federal health care programs under Section 1128 of the Social Security Act or any similar state or federal law. (o) None of the Acquired Corporations, and no director, officer, agent or employee of any Acquired Corporation, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or (ii) made any unlawful payment to 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 any other Federal, foreign or state anti-corruption or anti-bribery law or requirement applicable to any of the Acquired Corporations.

Compliance with Legal Requirements. (a) Parent isThe Company and the Company Subsidiaries are, and since January 1, 2018 has 2019 have been, in compliance with all Legal Requirements applicable to it them and its their businesses, except where the failure to comply with such Legal Requirements would notRequirements, individually or in the aggregate, has not been or would not reasonably be expected to constitute or result in be material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole. Neither Parent the Company nor any Parent Company Subsidiary has, during the three-year period prior to the date of this Agreementsince January 1, 2019: (i) to the knowledge of Parentthe Company, received any written notice or verbal notice from any Governmental Entity regarding any potential or actual material violation by Parent the Company or any Company Subsidiaries of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any potential or actual material violation by Parent the Company or any Parent Company Subsidiary of any Legal Requirement. (b) Parent The Company and the Parent Company Subsidiaries hold, and have at all times since January 1, 2018 2019 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities Authorizations necessary for the lawful operation of the businesses of Parent the Company and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Company Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Company Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would notpay, individually or in the aggregate, has not had and would not reasonably be expected to have, have a Parent Company Material Adverse Effect. Except as has not had and would notas, individually or in the aggregate, has not had and would not reasonably be expected to constitute or result in have a Parent Company Material Adverse Effect, (i) all Parent Company Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parentthe Company, no suspension or cancellation of any such Parent Company Permit is threatened; and (ii) Parent the Company and each Parent Company Subsidiary is in compliance with the terms and requirements of all Parent Company Permits; and (iii) no consent from or notice to any Government Entity is required in order for each Company Permit to continue in full force and effect upon consummation of the Mergers and the other transactions contemplated by this Agreement. (c) Except as would notwhere the failure to comply with such Legal Requirements, individually or in the aggregate, has not been or would not reasonably be expected to have be material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole, Parent the Company and each Parent Company Subsidiary have at all times since January 1, 2018 conducted all import 2019 complied with applicable Sanctions Laws and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and Laws. Neither the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent Company or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Company Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, otherwise involved in investigations or an investigation conducted, enforcement actions by a any Governmental Entity pertaining or other Legal Proceedings with respect to any actual or alleged violations of Export Control Laws or Sanctions Laws, and neither the above statutes Company or regulationsany Company Subsidiary has been notified of any such pending or threatened actions. Neither the Company, any Company Subsidiary, nor are there any currently pending internal investigations by Parent director or officer of the Company or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Company Subsidiary, noror, to the knowledge of Parentthe Company, any director, officer, other employee, independent contractor, consultant, agent agent, or other person acting on behalf of Parent the Company or any Parent Company Subsidiary, is located, organized a Prohibited Person or resident in, is subject to debarment or doing business in, a country or region that is any list-based designations under the target of comprehensive OFAC sanctionsExport Control Laws. Since January 1, 20182019, Parent the Company and the Parent Company Subsidiaries have obtained secured and maintained all necessary permits, registrations, agreements or other authorizations, including amendments thereof pursuant to the Export Control Laws or Sanctions Laws, including for (i) the export, import and re-export of its products, services, Software and technologies, and (ii) releases of technologies and Software to foreign nationals located in the United States and abroad (the “Export Approvals”), and each of Parent the Company and the Parent Company Subsidiaries is and, since January 1, 20182019, has been in compliance in all material respects with the terms of all Export Approvals. To None of the knowledge officers, directors, or employees of Parent, there are no pending or threatened claims against Parent the Company or any Parent Subsidiary with respect to such Export Approvalsof the Company Subsidiaries is a foreign or domestic Government Official.

Compliance with Legal Requirements. (a) Parent is, Each of Seller and since January 1, 2018 has been, Subsidiary is in compliance with all Legal Requirements applicable relating to it and its businessesthe Diagnostic Business. Since January 1, except where the 2009, neither Seller nor Subsidiary has received any written notice from any governmental body alleging any failure to comply with such any Legal Requirements would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior Requirement relating to the date Diagnostic Business and the employment of this Agreement: (i) the Specified Employees, except for any such notice relating to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice a failure to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirementcomply that has since been cured. (b) Parent To Seller’s knowledge, at all times prior to January 1, 2009, each of Seller and Subsidiary was in compliance with all Environmental Laws applicable to the Parent Subsidiaries holdDiagnostic Business, the Facility and Seller’s operations at the Facility. Each of Seller and Subsidiary is, and have has been at all times since January 1, 2018 held2009, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents in compliance with all Governmental Entities necessary for Parent Environmental Laws applicable to the Diagnostic Business, the Facility and Seller’s operations at the Parent Subsidiaries to ownFacility. To Seller’s knowledge, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file no event has occurred or pay condition exists or has not had and existed which would not, individually or in the aggregate, reasonably be expected to havegive rise to any material liability on the part of Purchaser pursuant to, a Parent Material Adverse Effector to materially impair Purchaser’s compliance with, any Environmental Law applicable to the Assets and the Facility. Except as The Facility has not had and been listed or, to Seller’s knowledge, proposed for listing on the National Priorities List established by the United States Environmental Protection Agency, or any similar federal or state list. To Seller’s knowledge, no material lien has attached to any of Seller’s or Subsidiary’s property at the Facility pursuant to any Environmental Law. (c) There has not been any action taken by Seller or Subsidiary, operating practice by Seller or Subsidiary or failure by Seller or Subsidiary to act that would not, individually or in the aggregate, reasonably be expected to constitute or give rise to a material liability on the part of Purchaser as a result in a Parent Material Adverse Effect, of: (i) the handling, storage, use, presence, transportation or disposal or arranging for transportation or disposal of any Hazardous Substance by Seller or Subsidiary in, on, under, near or from the Facility; (ii) any emission, discharge or release of any Hazardous Substance by Seller or Subsidiary on or from the Facility into or upon the air, surface water, ground water or land; (iii) any disposal, handling, manufacturing, processing, distribution, use, treatment or transport of any Hazardous Substances by Seller or Subsidiary on or from the Facility; or (iv) the presence of any Hazardous Substances (including asbestos, urea formaldehyde foam installation or similar substances contained in building materials) in or on the Facility. (d) Seller and Subsidiary, together, hold all Parent registrations, permits, licenses and approvals issued by or on behalf of any federal, state or local government body that are required pursuant to any Environmental Laws for the occupancy of and the conduct of business at the Facility and the ownership of the Assets (“Environmental Permits”). Any such Environmental Permits held by Seller or Subsidiary are valid and currently in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge . Each of Parent, no suspension or cancellation of any such Parent Permit is threatened; Seller and (ii) Parent and each Parent Subsidiary is in compliance with the all terms and requirements conditions of such Environmental Permits, and with all Parent Permitsother applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws. (cf) Except as would notTo Seller’s knowledge, individually no underground storage tanks or in surface impoundments exist at the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent and each Parent Subsidiary have at all times since January 1, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, nor, to the knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 2018, has been in compliance in all material respects with the terms of all Export Approvals. To the knowledge of Parent, there are no pending or threatened claims against Parent or any Parent Subsidiary with respect to such Export ApprovalsFacility.

Compliance with Legal Requirements. Except as set forth in Schedule 4.9: (a) Parent isTo the knowledge of Sellers, the operation of the business of the MNH Entities (including the operation of the Systems) as it is currently operated does not violate or infringe in any material respect any Legal Requirement. Each MNH Entity holds all Contracts and since January 1, 2018 has been, in compliance with all Legal Requirements applicable to it and Licenses (including the Systems Franchises) necessary for the lawful conduct of its businessesbusiness (including the operation of each System) directly or indirectly owned or operated by it, except where the failure any failures to comply with hold any such Legal Requirements would not, individually Contract or License do not and will not in the aggregate, reasonably be expected to constitute or result in aggregate have a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during Effect on the three-year period prior to the date of this Agreement: (i) to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal RequirementMNH Entities. (b) Parent Each MNH Entity and the Parent Subsidiaries hold, System has not violated and have at all times since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders is not in violation of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted any Contract or Legal Requirement (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewithincluding any Systems Franchise), except where the failure to have, file or pay has for any such violations as do not had and would not, individually or will not in the aggregate, reasonably be expected to have, aggregate have a Parent Material Adverse EffectEffect on the MNH Entities. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, Neither of Sellers nor any MNH Entity (i) all Parent Permits are valid and in full force and effecthas received on or after September 1, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation 1992 written notice of any such Parent Permit is threatened; and violation by any MNH Entity or any System of any Legal Requirement, or (ii) Parent and each Parent Subsidiary is in compliance knows (without having made any inquiry with respect thereto) of any basis for the terms and requirements allegation of all Parent Permits. any material violation of any Legal Requirement by any MNH Entity or any System. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent and The MNH Entities are each Parent Subsidiary have at all times since January 1, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, nor, to the knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 2018, has been in compliance in all material respects with the terms Communications Acts, and have submitted to the FCC all fees and filings, including cable television registration statements, annual reports and aeronautical frequency usage notices, that are required under the rules and regulations of the FCC, except for such failures to submit such filings which do not and (as far as can be reasonably foreseen) will not in the aggregate have a Material Adverse Effect on the MNH Entities. The operation of the Assets (including the Systems) has been and is in compliance in all Export Approvals. To material respects with the knowledge rules and regulations of Parentthe FCC (including rules and regulations of the FCC pertaining to customer service standards), there are no pending or threatened claims against Parent or and neither of Sellers nor any Parent Subsidiary MNH Entity has received written notice from the FCC of any violation of its rules and regulations with respect to such Export Approvalsthe Assets (including the Systems). Each relevant MNH Entity has been certified for the years ended December 31, 1993 and 1994 as in compliance with the FCC's equal employment opportunity rules. The Assets (including the Systems) are in compliance in all material respects with all signal leakage criteria prescribed by the FCC. For each relevant semi-annual reporting period, each MNH Entity has timely filed with the United States Copyright Office all required statements of account in proper form, and has paid when due all required copyright royalty fee payments, relating to the carriage of television broadcast signals and is otherwise in compliance in all material respects with all applicable rules and regulations of the United States Copyright Office. Sellers have delivered to Buyer true and complete copies of all reports and filings for the past year, made or filed pursuant to FCC and United States Copyright Office rules and regulations and will make available to Buyer all other past reports and filings made or filed pursuant to FCC and United States Copyright Office rules and regulations.

Compliance with Legal Requirements. (a) Parent isSince July 8, and since January 12019, 2018 has been, in compliance with all Legal Requirements applicable to it Seller and its businesses, except where the failure to comply with such Legal Requirements would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Parent, received any written notice or verbal notice from any Governmental Entity regarding any material violation by Parent of any Legal Requirement; or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of any Legal Requirement. (b) Parent and the Parent Subsidiaries hold, and Affiliates have at all times since January 1, 2018 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is in compliance with the terms and requirements of all Parent Permits. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent and each Parent Subsidiary have at all times since January 1, 2018 conducted all import and export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has been since January 1, 2018 or currently is the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, nor, to the knowledge of Parent, any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent or any Parent Subsidiary, is located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent and the Parent Subsidiaries have obtained all Export Approvals, and each of Parent and the Parent Subsidiaries is and, since January 1, 2018, has been in compliance in all material respects with all Legal Requirements relating to the terms of all Export ApprovalsSpecified Product and Specified Assets. To the knowledge of ParentSince July 8, there are no pending or threatened claims against Parent 2019, Seller and its Affiliates have not received any communication from any Governmental Entity or any Parent Subsidiary notice, claim, request for information or complaint from any other Person alleging any failure to comply with respect or any liability under any Legal Requirement relating to the Specified Product or the Specified Assets, and none is pending or, to the Knowledge of Seller, threatened, or has been received by Seller or its Affiliates prior to July 8, 2019. (b) There has not been any action, operating practice or failure to act by Seller or its Affiliates that would reasonably be expected to give rise to a liability on the part of Purchaser as a result of: (i) the generation, handling, storage, use, presence, transportation, treatment or disposal or arranging for transportation or disposal of any Hazardous Substance by Seller in the sale of the Specified Product; (ii) any emission, discharge or release of any Hazardous Substance into or upon the air, surface water, ground water or land in the sale of the Specified Product; (iii) any disposal, handling, manufacturing, processing, distribution, use, treatment or transport of any Hazardous Substances in connection with the Specified Product; or (iv) the presence of any Hazardous Substances (including asbestos, urea formaldehyde foam installation or similar substances contained in building materials) by Seller in the sale of the Specified Product. (c) Seller holds all material Authorizations issued by or on behalf of any Governmental Entity that are required pursuant to any Environmental Laws for the conduct by Seller and its Specified Affiliates of the Specified Product and the ownership of the Specified Assets (“Environmental Permits”). Any such Export ApprovalsEnvironmental Permits held by Seller are currently in full force and effect. Seller and its Specified Affiliates are in compliance in all material respects with all terms and conditions of such Environmental Permits, and with all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws. (d) Seller has not, either expressly or by operation of law, assumed or undertaken, or agreed to indemnify, any liability or corrective, investigatory or remedial obligation of any other Person, relating to any Environmental Laws that would reasonably be expected to result in a liability to Purchaser as a result of the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (e) Seller has made available to Purchaser copies of any environmental reports, audits, permits, licenses, registrations and other environmental, health or safety documents relating to the Specified Assets or Specified Product that are in Seller’s possession or control.

Compliance with Legal Requirements. (a) Each of the Parent Entities is, and has at all times since January 1, 2018 has 2021, been, in compliance with all applicable Legal Requirements applicable to it and its businessesRequirements, except where the failure for such non-compliance as would not reasonably be expected to comply with such Legal Requirements would nothave, individually or in the aggregate, a Material Adverse Effect on Parent. Except as would not reasonably be expected to constitute or result in have a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary has, during the three-year period prior to the date of this Agreement: (i) to the knowledge of Effect on Parent, since January 1, 2021, none of the Parent Entities has received any written notice or verbal notice or, to the Knowledge of Parent, other communication from any Governmental Entity Body or other Person regarding any material actual or possible violation by Parent of any Legal Requirement; of, or (ii) provided any notice failure to any Governmental Entity regarding any material violation by Parent or any Parent Subsidiary of comply with, any Legal Requirement. (b) None of the Parent Entities, and no director, officer, or, to the Knowledge of Parent, other employee, agent or third party acting on behalf of any of the Parent Entities, has, since January 1, 2021, violated, conspired to violate or aided and abetted the violation of any Anticorruption Laws, except as would not reasonably be expected to have a Material Adverse Effect on Parent. (c) No Parent Entity or any of its directors, officers or employees is a Sanctioned Person, nor is any Parent Entity located, organized or resident in a Sanctioned Country and the Parent Subsidiaries holdEntities are currently in compliance with, and have at all times since January 1, 2018 held2021, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and the Parent Subsidiaries, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay has not had and would not, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of Parent, no suspension or cancellation of any such Parent Permit is threatened; and (ii) Parent and each Parent Subsidiary is been in compliance with the terms and requirements of all Parent Permits. (c) Except any applicable Sanctions, except as would not, individually or in the aggregate, not reasonably be expected to have a Parent Material Adverse Effect, Parent and each Parent Subsidiary have at all times since Effect on Parent. (d) Since January 1, 2018 conducted 2021, no Parent Entity has exported, reexported, or transferred any article, item, component, software, technology, service or technical data, or taken any other act, in violation of any Export Control Law, and each of the Parent Entities has prepared and timely applied for, and obtained and complied with, all licenses, registrations and other authorizations for export, re-export, deemed (re) export, transfer or import and export transactions required in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and Law for the International Traffic conduct of its business, except, in Arms Regulationseach case, (ii) statutes, executive orders and regulations administered by OFAC and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott laws, rules and regulations of all other countries in which the business of Parent or any Parent Subsidiary is conducted. Except as would not, individually or in the aggregate, not reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. (e) There are not now, neither Parent nor any Parent Subsidiary has have there been since January 1, 2018 2021, any formal or currently is the subject of a charging letter or penalty notice issuedinformal proceedings, allegations, investigations, or an investigation conductedinquiries pending, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Parent or any Parent Subsidiary pertaining to such matters. Neither Parent nor any Parent Subsidiary is currently designated as a sanctioned party under sanctions administered by OFAC, nor is Parent or any Parent Subsidiary owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Parent nor any Parent Subsidiary, norexpected or, to the knowledge Knowledge of Parent, threatened against any director, officer, employee, independent contractor, consultant, agent or other person acting on behalf of Parent Entity or any Parent Subsidiaryof their respective directors, is located, organized officers or resident inemployees concerning violations or potential violations of, or doing business inconduct sanctionable under, a country any Sanctions, Anticorruption Laws or region that is the target of comprehensive OFAC sanctions. Since January 1, 2018, Parent and the Parent Subsidiaries have obtained all Export ApprovalsControl Law, and each of Parent and the Parent Subsidiaries is and, since January 1, 20182021, none of the Parent Entities has been disclosed to any Governmental Body information that establishes or indicates that an Acquired Company violated or may have violated any Sanctions, Anticorruption Laws or Export Control Law applicable to the Parent Entities, or is aware of any circumstances that might give rise to an investigation in the future, except, in each case, as would not reasonably be expected to have a Material Adverse Effect on Parent. (f) The Parent Entities have, and have implemented and enforce, policies, procedures and controls reasonably designed to ensure compliance in all material respects with the terms of all Anticorruption Laws, Sanctions and Export Approvals. To the knowledge of Parent, there are no pending or threatened claims against Parent or any Parent Subsidiary with respect to such Export ApprovalsControl Law.