Common use of Governmental Authorizations; Licenses; Etc Clause in Contracts

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.10, the business of each of Parent and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. Except as set forth on Schedule 4.10, each of Parent and its Subsidiaries has all permits, licenses, approvals, certificates, Governmental Authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10, all such permits, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.10, there is no action, audit, case, proceeding or investigation pending or, to Parent’s Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent and its Subsidiaries or (iii) any change or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.12), Employee Matters (which are the subject of Section 4.13) or Employee Benefit Plans (which are the subject of Section 4.14).

Governmental Authorizations; Licenses; Etc. (a) Except as set forth on Schedule 4.10in Section 3.8(a) of the Company Disclosure Letter, the business of each of Parent Company and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent business is, and has been since the effective date thereofJanuary 1, 2007, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act all applicable to itLaws (including Healthcare Laws and Information Laws) and Permits. Except as set forth on Schedule 4.10in Section 3.8(a) of the Company Disclosure Letter, each of Parent the Company and its Subsidiaries has representatives own, hold, possess and lawfully use all permitsmaterial Permits, licenses, approvals, certificates, Governmental Authorizationscertificates and other authorizations, and has have made all material notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business. Since January 1, 2007, no written notice has been received by Seller or the Company claiming any material violation of any Law (including any Healthcare Laws or Information Laws) or Permit. (b) Section 3.8(b) of the Company Disclosure Letter sets forth an accurate and complete list of all material Permits necessary for the operation of the business as currently conductedof the Company. All Permits necessary for the operation of the business of the Company are in full force and effect, and, to the Knowledge of the Company, all material Permits will be renewable upon expiration without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. There has been no material default on the part of Seller or the Company with respect to, and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute a material breach of, impose any condition to the issuance, maintenance, renewal and/or continuance of any Permit necessary for the operation of the business of the Company or result in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effectany other impairment of the material rights of the holder thereof. Except as set forth on Schedule 4.10Section 3.8(b) of the Company Disclosure Letter, neither Seller nor the Company has made an assignment of the rights of any such Permits to any third party, and such Permits are free and clear of all Liens. There has been no decision by the Company not to renew any material Permit relating to the business of the Company. (c) The Company has properly documented, reported and disclosed to its customers and Governmental Authorities, as applicable, all material manufacturer remuneration, including material “discounts” or reductions in price (as defined in 42 U.S.C. § 1320a-7b(b)(3)(A)) and material administrative fees, as required by any contractual requirements of manufacturers and health plans and is otherwise in compliance in all material respects with contractual requirements of manufacturers and health plans regarding such permitsdiscounts, licensesreductions in price and administrative fees. (d) The Company has operated a Suspicious Order Monitoring System (SOM) that meets in all material respects all requirements of the U.S. Drug Enforcement Administration. (e) The Company has followed in all material respects all U.S. Drug Enforcement Administration security, approvalsinventory and loss reporting requirements as defined by 21 C.F.R. Part 1300, certificates including making timely notification of and Governmental Authorizations reporting all thefts and significant losses; maintenance of controlled substance inventories; and maintenance of adequate security and access controls for controlled substance storage areas. (f) Except as set forth on Section 3.8(f) of the Company Disclosure Letter, none of the pharmaceutical drug inventory (i.e., drugs subject to Section 503(b) of the Federal Food, Drug and Cosmetic Act) of the Company has been purchased since January 1, 2005 from any vendor other than the manufacturer thereof. The documentation of the Company confirms that such pharmaceutical products have been acquired directly from the original manufacturer and such documentation is true and accurate in all material respects. None of the inventories are “self-manufactured” by the Company. The Company is not in full force and effectpossession of any inventory not owned by the Company, including goods already sold. Except as set forth on Schedule 4.10, there is no action, audit, case, proceeding or investigation pending or, to Parent’s Knowledge, threatened in writing by any Governmental Authority with respect to (iSection 3.8(f) any alleged violation by Parent or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent and its Subsidiaries or (iii) any change or amendment to Company Disclosure Letter, the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent and/or its Subsidiaries to operate in the normal course, in each case except as Company has not had and would not reasonably be expected sold any pharmaceutical drugs to have a Parent Material Adverse Effect. This Section 4.10 does not relate any Person other than to matters with respect to Taxes (which are the subject of Section 4.12), Employee Matters (which are the subject of Section 4.13) or Employee Benefit Plans (which are the subject of Section 4.14)licensed pharmacies.

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.10, the business of each of Parent and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the XxxxxxxxSarbanes-Xxxxx Oxley Act applicable to it. Except as set forth on Schedule 4.100.00, each of xxxx xx Parent and its Subsidiaries has all permits, licenses, approvals, certificates, Governmental Authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10, all such permits, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.10, there is no action, audit, case, proceeding or investigation pending or, to Parent’s 's Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent and its Subsidiaries or (iii) any change or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.12), Employee Matters (which are the subject of Section 4.13) or Employee Benefit Plans (which are the subject of Section 4.14).

Governmental Authorizations; Licenses; Etc. Except To the Seller's knowledge, after appropriate inquiry, and except as set forth on Schedule 4.105.11, the business of each of Parent and its Subsidiaries is now and Unit has been at all times since January 1, 2005 operated in compliance with all applicable Legal Requirementslaws, rules, regulations, codes, ordinances, orders, policies and guidelines of any applicable Governmental Authorities, including but not limited to, those related to: fire, safety, labeling of products, pricing, sales or distribution of products, antitrust, trade regulation, trade practices, sanitation, land use, employment or employment practices, energy and similar laws and all laws, rules, regulations and guidelines administered or promulgated by PADEP, except where failure to so comply has not had and for violations which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, Effect as defined in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to itSection 5.1. Except as set forth on Schedule 4.105.11, each the Seller has and as of Parent and its Subsidiaries has the Closing Date will have all permits, licenses, approvals, certificates, Governmental Authorizationscertificates and other authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business the Unit as currently conductedconducted by the Seller, except for those which, individually or in each case except as has not had and the aggregate would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10, all such permits, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.105.11, there is no action, audit, case, case or proceeding or investigation pending or, to Parent’s Knowledgethe Seller's best knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent the Unit, Seller or any of its Subsidiaries predecessors or agents of any Legal Requirementlaw, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (ii) any alleged failure by Parent the Seller or any of its Subsidiaries predecessors or agents to have any permit, license, approval, certification or other authorization required in connection with the operation of the business Unit. Except as set forth on Schedule 5.11, no notice of Parent any violation of such laws has been received by the Seller or any of the directors, officers, employees or other agents of the Seller, and its Subsidiaries the Seller has not received any notice that the Products or (iii) any change the Related Products are not in compliance with, or amendment to do not meet the standards of, all applicable laws. Schedule 5.11 sets forth a true and complete list of all permits, licenses, approvals, certifications or certificates, registrations and other authorizations which would impair relating to the ability Unit (the "Authorizations") including without limitation in respect of Parent and/or its Subsidiaries the Products. Such Authorizations are in full force and effect and the Seller has received no notification of the suspension or cancellation of any thereof. Except as specifically disclosed in Schedule 5.11, the Seller has no grounds to operate in believe that any of the normal course, in each case except as has Authorizations listed on Schedule 5.11 will not had be transferable to the Purchaser. Schedule 5.11 includes a true and would not reasonably be expected complete list of all Standard Industrial Classification (SIC) Codes applicable to have a Parent Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.12), Employee Matters (which are Unit or the subject of Section 4.13) or Employee Benefit Plans (which are the subject of Section 4.14)Purchased Assets.

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.103.10, the business of each of Parent the Company and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance in all material respects with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. Except as set forth on Schedule 4.103.10, each of Parent the Company and its Subsidiaries has all material permits, Waivers, licenses, approvals, certificates, Governmental Authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.103.10, all such material permits, Waivers, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.103.10, there is no action, audit, case, proceeding or investigation pending or, to Parent’s Company's Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent the Company or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent the Company or any of its Subsidiaries to have any permit, license, Waiver, approval, certification or other authorization required in connection with the operation of the business of Parent the Company and its Subsidiaries or (iii) any change or amendment to the permits, licenses, Waiver, approvals, certifications or other authorizations which would impair the ability of Parent the Company and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. The Company has not been determined to be out of material compliance with Payment Program requirements such that there would result in a denial of payment and no statement of charges or deficiencies has been made by any Governmental Authority, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 4.10 3.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.123.12), Environmental Matters (which are subject to Section 3.13), Employee Matters (which are the subject of Section 4.133.14) or Employee Benefit Plans (which are the subject of Section 4.143.15). The Company has not received notice from CMS that the accounting methodology employed by the Company in booking additional generic dispensing fees paid by the Company to network pharmacies is not in compliance in all material respects with applicable Legal Requirements.

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.10Section 3.10 of the Company Disclosure Letter, the business of each of Parent the Company and its Subsidiaries is now and has been at all times since January 1, 2005 2009 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act all applicable to itLegal Requirements. Except as set forth on Schedule 4.10Section 3.10 of the Company Disclosure Letter, each of Parent the Company and its Subsidiaries has all material permits, licenses, approvals, certificates, Governmental AuthorizationsAuthorizations (collectively, the “Company Material Permits”), and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10Section 3.10 of the Company Disclosure Letter, all such permits, licenses, approvals, certificates and Governmental Authorizations Company Material Permits are in full force and effecteffect and the Company and its Subsidiaries are in compliance in all material respects with the terms and requirements thereof. Except as set forth on Schedule 4.10Section 3.10 of the Company Disclosure Letter, there is no action, audit, case, written complaint, claim, proceeding or investigation (collectively, “Actions”) pending or, to ParentCompany’s Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent the Company or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent the Company or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent the Company and its Subsidiaries or (iii) any change or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent the Company and/or its Subsidiaries to operate in the normal course, in each case with respect to clauses (i), (ii) and (iii) of this Section 3.10, except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Company Material Adverse Effect. The Company has not been determined by any Governmental Authority to be out of material compliance with Payment Program requirements such that there would result in a denial of payment and no statement of charges or deficiencies has been made by any Governmental Authority, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. This Section 4.10 3.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.123.12), Environmental Matters (which are the subject of Section 3.13), Employee Matters (which are the subject of Section 4.13) or 3.14), Employee Benefit Plans (which are the subject of Section 4.143.15) and Healthcare Regulatory Compliance (which is the subject of Sections 3.25 and 3.26).

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.10, the business of each of Parent and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. Except as set forth on Schedule 4.10, each of Parent and its Subsidiaries has all permits, licenses, approvals, certificates, Governmental Authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10, all such permits, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.10, there is no action, audit, case, proceeding or investigation pending or, to Parent’s 's Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent and its Subsidiaries or (iii) any change or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes (which are the subject -51- of Section 4.12), Environmental Matters (which are subject to Section 4.13), Employee Matters (which are the subject of Section 4.134.14) or Employee Benefit Plans (which are the subject of Section 4.144.15).

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.103.10, the business of each of Parent the Company and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance in all material respects with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. Except as set forth on Schedule 4.103.10, each of Parent the Company and its Subsidiaries has all material permits, Waivers, licenses, approvals, certificates, Governmental Authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.103.10, all such material permits, Waivers, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.103.10, there is no action, audit, case, proceeding or investigation pending or, to ParentCompany’s Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent the Company or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent the Company or any of its Subsidiaries to have any permit, license, Waiver, approval, certification or other authorization required in connection with the operation of the business of Parent the Company and its Subsidiaries or (iii) any change or amendment to the permits, licenses, Waiver, approvals, certifications or other authorizations which would impair the ability of Parent the Company and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. The Company has not been determined to be out of material compliance with Payment Program requirements such that there would result in a denial of payment and no statement of charges or deficiencies has been made by any Governmental Authority, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 4.10 3.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.123.12), Environmental Matters (which are subject to Section 3.13), Employee Matters (which are the subject of Section 4.133.14) or Employee Benefit Plans (which are the subject of Section 4.143.15). The Company has not received notice from CMS that the accounting methodology employed by the Company in booking additional generic dispensing fees paid by the Company to network pharmacies is not in compliance in all material respects with applicable Legal Requirements.

Governmental Authorizations; Licenses; Etc. (a) Except as set forth on Schedule 4.10Section 4.9(a) of the Parent Disclosure Letter, the business of each of Parent and its Subsidiaries is now and has been at all times since January 1, 2005 2009 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. Except as set forth on Schedule 4.10Section 4.9(a) of the Parent Disclosure Letter, each of Parent and its Subsidiaries has all permits, licenses, approvals, certificates, Governmental AuthorizationsAuthorizations (collectively, the “Parent Material Permits”), and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10Section 4.9(a) of the Parent Disclosure Letter, all such permits, licenses, approvals, certificates and Governmental Authorizations the Parent Material Permits are in full force and effect. Except as set forth on Schedule 4.10Section 4.9(a) of the Parent Disclosure Letter, there is no action, audit, case, proceeding or investigation Action pending or, to Parent’s Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent or any of its Subsidiaries of any Legal RequirementRequirement or Contracts, (ii) any alleged failure by Parent or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent and its Subsidiaries or (iii) any change or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. This Section 4.10 does Consistent with the foregoing, and subject to the transactions and agreements specifically authorized by the parties in this Agreement, except as has not relate had and would not reasonably be expected to matters have, individually or in the aggregate, a Parent Material Adverse Effect, each Subsidiary of Parent holding an insurance or health maintenance organization license maintains the minimum levels of “risk based capital,” and meets all minimum net equity requirements applicable to it. Parent has made available to the Company complete and correct copies of all audits and examinations performed with respect to Taxes Parent or any Subsidiary by any Governmental Authority since January 1, 2009 (which are the subject of Section 4.12“Audit Reports”), Employee Matters along with Parent’s or the Subsidiaries’ responses thereto. Other than as set forth in the Audit Reports or responses thereto, no deposits, loans or capital contributions have been made by Parent or any Subsidiary with, or at the direction of, any Governmental Authority that were not shown in the financial statements of Parent included in the Parent SEC Documents and no similar audits or examinations are currently being performed or, to the knowledge of Parent, are scheduled to be performed. (which b) Parent and its Subsidiaries are in compliance in all material respects with the subject terms and requirements of Section 4.13) or Employee Benefit Plans (which each Parent Material Permit. The Parent Material Permits are sufficient for Parent and its Subsidiaries to carry on their respective businesses from and after the subject Closing in all material respects as presently carried on by Parent and its Subsidiaries, consistent with the past practice of Section 4.14)Parent and its Subsidiaries with respect to their respective businesses.

Governmental Authorizations; Licenses; Etc. Except as set forth on Disclosure Schedule 4.105.8, the business of each of Parent and its Subsidiaries is now and Bxxxxxx has been at all times since January 1, 2005 operated in compliance compliance, in all material respects, with all applicable Legal RequirementsLaws, except where failure to so comply has not had Consents, Permits and would not reasonably be expected to have a Parent Material Adverse Effect. Parent isOrders and, and has been since without limiting the effective date thereof, in compliance in all material respects with the provisions generality of the Xxxxxxxx-Xxxxx Act applicable foregoing, neither Bxxxxxx nor, to itthe Knowledge of Bxxxxxx Shareholders, any of its officers, directors, employees or agents or other Persons acting on behalf of any of them have used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. Except as set forth on Disclosure Schedule 4.105.8, each of Parent Bxxxxxx has, and its Subsidiaries has after giving effect to the Transaction, will continue to have, all permits, licenses, approvals, certificates, certificates and other authorizations from Governmental AuthorizationsAuthorities, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conductedconducted other than in all cases where the failure to have any permit, in each case except as has not had and license, approval, certification or other authorization, or to make any notification, registration, certification or filing, would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Disclosure Schedule 4.10, all such permits, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.105.8, there is no action, audit, case, proceeding or investigation Proceeding pending or, to Parent’s Knowledgethe Knowledge of Bxxxxxx Shareholders, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent Bxxxxxx or any of its Subsidiaries Affiliates of any Legal RequirementLaw, Consent, Permit or Order, or (ii) any alleged failure by Parent Bxxxxxx or any of its Subsidiaries Affiliates to have any permit, license, approval, certification Consent or other authorization Permit required in connection with the operation of the business of Parent and its Subsidiaries Bxxxxxx other than in all cases where the violation of any Law, or (iii) the failure to have any change Consent or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent and/or its Subsidiaries to operate in the normal course, in each case except as has not had and Permit would not reasonably be expected to have a Parent Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes (which are None of the subject of Section 4.12)Proceedings listed on Disclosure Schedule 5.8 would have, Employee Matters (which are the subject of Section 4.13) or Employee Benefit Plans (which are the subject of Section 4.14)if adversely determined against Bxxxxxx, a Material Adverse Effect.

Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.10, the business of each of Parent and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. Except as set forth on Schedule 4.10, each of Parent and its Subsidiaries has all permits, licenses, approvals, certificates, Governmental Authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10, all such permits, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.10, there is no action, audit, case, proceeding or investigation pending or, to Parent’s Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent and its Subsidiaries or (iii) any change or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.12), Environmental Matters (which are subject to Section 4.13), Employee Matters (which are the subject of Section 4.134.14) or Employee Benefit Plans (which are the subject of Section 4.144.15).