Common use of Legal Compliance; Permits Clause in Contracts

Legal Compliance; Permits. (a) Except as set forth on Schedule 3.10(a), the Cobalt Companies have complied and are in compliance in all material respects with all applicable Laws, and no Proceeding has been filed or is pending or, to the Company’s knowledge, has been threatened, against the Cobalt Companies alleging any failure to so comply. The Company has made available to Buyer true, correct and complete copies of all of the policies of the Cobalt Companies related to legal compliance, employee training programs, ethical business practices and codes of conduct, and the Cobalt Companies and their operations are, and at all times in the past five years have been, in compliance in all material respects with all such policies. There is no, and during the past three years there has not been any, internal investigation pending by any Cobalt Company regarding any potential non-compliance with such policies or any Law or Order. (b) The Cobalt Companies have all material Permits necessary to own, lease and operate their assets and properties and to conduct their businesses, a true, correct and complete list of which is set forth on Schedule 3.10(b). All applications for, or renewals of, all such Permits have been timely filed and made and no such Permit will expire or be terminated as a result of the consummation of the transactions contemplated by this Agreement. All such Permits are in full force and effect and will remain in full force and effect immediately following the Closing, and the Cobalt Companies are in compliance in all material respects with all such Permits. There is no Proceeding pending, or to the knowledge of the Company, threatened, nor has any Cobalt Company received any written notice in the past three years from any Governmental Authority, to revoke, cancel, refuse to renew or adversely modify any such Permit or alleging any failure to comply with any such Permit.

Legal Compliance; Permits. (a) Except as set forth on Schedule 3.10(a)4.11, (i) each Acquired Company is, and has at all times during the Cobalt past three years been, in compliance with all Laws applicable to it or the Business; (ii) during the past three years, Seller (with respect to the Business) and the Acquired Companies have complied and not received any written notice from any Governmental Entity alleging, nor to the Companies’ Knowledge, has any Governmental Entity otherwise threatened in writing, that the Business or the Acquired Companies are in compliance in all material respects violation of any Laws applicable to it or them; and (iii) during the past three years, Seller (with all applicable Laws, and no Proceeding has been filed or is pending or, respect to the Company’s knowledge, Business) and the Acquired Companies have not been the subject of any pending or threatened Action by a Governmental Entity with respect to any actual or alleged violation of Laws applicable to it or them. (b) Seller has been threatened, against the Cobalt Companies alleging any failure to so comply. The Company has made available to Buyer true, Made Available complete and correct and complete copies of all written notices received by Seller with respect to the Business or any Acquired Company alleging any material violation under any applicable Law during the past three years. (c) To the Companies’ Knowledge, neither Seller (with respect to the Business) nor any of the policies Acquired Companies is currently under investigation with respect to any violation or noncompliance with Law. (d) Section 4.11 of the Cobalt Disclosure Schedule lists all material Permits held by the Acquired Companies related to legal compliance, employee training programs, ethical business practices and codes of conduct, and (the Cobalt Companies and their operations are, and “Material Permits”). The applicable Acquired Company has complied at all times in the past five years have beenpreceding three years, and is presently in compliance in all material respects compliance, with the terms and conditions of all such policiesMaterial Permits. There is noAll of the Material Permits are valid and in full force and effect, including the payment of all fees and charges with respect to such Material Permits as they become due and payable, and during the past three years there has not been any, internal investigation pending by any Cobalt Company regarding any potential non-compliance with such policies or any Law or Order. Material Permits constitute all of the material Permits required to be held for the conduct of the Business as currently conducted (b) The Cobalt Companies have including all material Permits necessary to own, lease and operate their assets and properties and to conduct their businesses, a true, correct and complete list of which is set forth on Schedule 3.10(bvehicles used in the Business). All applications forThe applicable Acquired Company is not in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any material term, condition, or renewals of, all such Permits have been timely filed and made and no such Permit will expire or be terminated as a result provision of the consummation of the transactions contemplated by this Agreement. All such Permits are in full force and effect and will remain in full force and effect immediately following the Closing, and the Cobalt Companies are in compliance in all material respects with all such Permitsany Material Permit. There is no Proceeding pendingAction pending nor, to the Companies’ Knowledge, threatened that seeks the revocation, cancellation, suspension or adverse modification of any such Material Permit, or to alleging that the knowledge applicable Acquired Company is in material violation of any such Material Permit. (e) Each Acquired Company has timely filed all material documents and reports with the appropriate Governmental Entity (including the Federal Motor Carrier Safety Administration, if applicable) that are required for the operation of the Company, threatened, nor has any Cobalt Company received any written notice in the past three years from any Governmental Authority, to revoke, cancel, refuse to renew or adversely modify any such Permit or alleging any failure to comply with any such PermitBusiness.

Legal Compliance; Permits. (a) Except With respect to its operation of the Business, Seller is, as set forth on Schedule 3.10(a)of the date hereof, the Cobalt Companies have complied and are and, since October 27, 2014, has been in compliance in all material respects with all applicable Laws. Since October 27, and no Proceeding 2014, Seller has been filed or is pending not received any written or, to the Company’s knowledgeKnowledge of Seller, has been threatened, against other notice to the Cobalt Companies alleging any failure to so comply. The Company has made available to Buyer true, correct and complete copies of all of the policies of the Cobalt Companies related to legal compliance, employee training programs, ethical business practices and codes of conduct, and the Cobalt Companies and their operations are, and at all times in the past five years have been, effect that a Governmental Body claimed or alleged that Seller was not in compliance in all material respects with all such policies. There is noLaws or Orders applicable to the Business or the Purchased Assets, and during to the past three years there Knowledge of Seller, neither Seller nor any of its Subsidiaries are, and at no time since October 27, 2014 has not been anybeen, internal under investigation pending by with respect to a material violation of any Cobalt Company regarding any potential non-compliance applicable Law in connection with such policies or any Law or Orderthe Business. (b) The Cobalt Companies have Seller has, and since October 27, 2014 has had, all material Permits necessary to own, lease and operate their assets and properties and to conduct their businesses, a true, correct and complete list of which is set forth on Schedule 3.10(b). All applications for, or renewals of, all such Permits have been timely filed and made and no such Permit will expire or be terminated the Business as a result of the consummation of the transactions contemplated presently conducted by this Agreementit. All such Permits are in full force and effect and will remain in full force and effect immediately following the Closingno cancellation or suspension of any such Permit is pending or, and the Cobalt Companies are in compliance in all material respects with all such Permits. There is no Proceeding pending, or to the knowledge Knowledge of the CompanySeller, threatened, nor and since October 27, 2014, Seller has any Cobalt Company not received any written notice in the past three years from any Governmental Authorityor, to revokethe Knowledge of Seller, cancel, refuse to renew other communication regarding any actual or adversely modify any such Permit alleged violation of or alleging any failure to comply with any such term or requirement of any Permit or any actual or threatened revocation, withdrawal, suspension, cancellation, termination or modification of any Permit. Schedule 4.6(b) of the Disclosure Schedules sets forth an accurate and complete list as of the date hereof of all material Permits necessary for the operation of the Business. Table of Contents (c) The Business has not, since October 27, 2014, made any sales to, or engaged in business activities with or for the benefit of, any Persons or countries that are subject to any sanction administered by the Office of Foreign Assets Control of the United States Treasury Department, including any “Specially Designated Nationals and Blocked Persons”, in each case in a manner that violates any applicable Law. (d) In connection with the operation of the Business, none of Seller, its Subsidiaries, nor, to the Knowledge of Seller, their respective directors, officers or employees or any other Person acting for or on behalf of Seller, has, directly or indirectly violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption Law.

Legal Compliance; Permits. (a) Except as set forth on Schedule 3.10(a), the Cobalt Companies have Company has complied and are is in compliance in all material respects with all applicable Laws, and no Proceeding has been made or filed or is pending or, to the Company’s 's knowledge, has been threatened, against the Cobalt Companies Company alleging any failure to so comply. The Company has made available to Buyer true, correct and complete copies of all of the policies of the Cobalt Companies Company related to legal compliance, employee training programs, ethical business practices and codes of conduct, and the Cobalt Companies Company and their its operations are, and at all times in the past five years have been, in compliance in all material respects with all such policies. There is no, and during the past three years there has not been any, internal investigation pending by any Cobalt the Company regarding any potential non-compliance with such policies or any Law or Order. (b) The Cobalt Companies have Company has all material Permits necessary to own, lease and operate their assets and properties and to conduct their businesses, a true, correct and complete list of which is set forth on Schedule 3.10(b). All applications for, or renewals of, all such Permits have been timely filed and made and no such Permit will expire or be terminated as a result of the consummation of the transactions contemplated by this Agreement. All such Permits are in full force and effect and will remain in full force and effect immediately following the Closing, and the Cobalt Companies are Company is in compliance in all material respects with all such Permits. There is no Proceeding pending, or to the knowledge of the Company, threatened, nor has any Cobalt the Company received any written notice in the past three years from any Governmental Authority, to revoke, cancel, refuse to renew or adversely modify any such Permit or alleging any failure to comply with any such Permit.