Common use of Licenses and Permits; Compliance with Laws Clause in Contracts

Licenses and Permits; Compliance with Laws. (a) The Company owns or possesses all material Licenses and Permits, and has made all material filings, applications and registrations with all Governmental Authorities necessary for the conduct of the FS Business as currently conducted and as currently contemplated by the Company to be conducted, and all such Licenses and Permits are in full force and effect. (b) No loss of any such material Licenses and Permits is pending in any Proceeding or, to the Knowledge of the Company, has been threatened by a Governmental Authority, except for normal expirations in accordance with the terms thereof or applicable Law and all such Licenses and Permits may be transferred to the Buyer or its Subsidiaries. (c) The Company has complied with (A) all terms and conditions of the Licenses and Permits and (B) all Laws applicable to the operation of the FS Business and ownership or use of the Transferred Assets, and the Company has not received any notice of any pending Proceeding alleging facts which, if true, would constitute a failure to comply with either (A) or (B) of this Section 4.11(c). (d) There are no (A) unresolved violations, criticisms or exceptions noted by any Governmental Authority in any report, comment letter or other statement relating to or based on any examinations of the FS Business or, with respect to the FS Business or the Transferred Assets or the Company or (B) written agreements, memoranda of understanding, commitment letters or similar undertakings to which the FS Business or, with respect to the FS Business and the Transferred Assets, the Company is a party, or Orders from, or any resolution adopted at the request of, any Governmental Authority. (e) Neither the Company or any of its Subsidiaries (a) is subject to regulation, supervision or examination by any state or Federal depository institution regulatory agency or department, (b) is subject to regulation or examination under the provisions of Section 7 of the Bank Service Corporation Act, 12 USC 1867, or (c) has been examined by any Federal depository institution regulatory agency and received notice that the results of such examination were less than satisfactory in any material respects.

Licenses and Permits; Compliance with Laws. Except as, individually or in the aggregate, has not and would not reasonably be expected to interfere in any material respect with the conduct of the Business: (ai) The Company the Seller or a subsidiary owns or possesses all material licenses and permits (“Licenses and Permits”), and has made all material filings, applications and registrations with all Governmental Authorities necessary for the conduct of the FS Business as currently conducted and as currently contemplated by the Company to be conductedAuthorities, and all such Licenses and Permits are in full force and effect.; (bii) No no loss of any such material Licenses and Permits is pending in any Proceeding proceeding or, to the Knowledge knowledge of the CompanySeller, has been threatened by a Governmental Authority, except for normal expirations in accordance with the terms thereof or applicable Law and all such material Licenses and Permits may be transferred to the Buyer or its Subsidiaries.subsidiaries; (ciii) The Company the Business has complied been operated in material compliance with (A) all terms and conditions of the Licenses and Permits and (B) all Laws applicable to the operation of the FS Business and ownership or use of the Transferred Purchased Assets, and neither the Company Seller nor any of its subsidiaries has not received any written notice of any pending Proceeding proceeding alleging facts which, if true, would constitute a failure to comply with either (A) or (B) of this Section 4.11(c2.17(iii).; and (div) There there are no (A) unresolved violations, criticisms violations or exceptions noted by any Governmental Authority in any report, comment letter or other written statement relating to or based on any examinations of the FS Business or, with respect related to the FS Business or the Transferred Assets or the Company Purchased Assets, or (B) written agreements, memoranda of understanding, understanding or commitment letters or similar undertakings to any Governmental Authority related to the Business or the Purchased Assets, to which the FS Business or, with respect to the FS Business and the Transferred Assets, the Company Seller or its subsidiaries is a party, or Orders orders from, or any resolution adopted at the request of, any Governmental AuthorityAuthority related to the Business or the Purchased Assets. (e) Neither the Company or any of its Subsidiaries (a) is subject to regulation, supervision or examination by any state or Federal depository institution regulatory agency or department, (b) is subject to regulation or examination under the provisions of Section 7 of the Bank Service Corporation Act, 12 USC 1867, or (c) has been examined by any Federal depository institution regulatory agency and received notice that the results of such examination were less than satisfactory in any material respects.

Licenses and Permits; Compliance with Laws. Except (aother than in the case of clauses (i) The and (ii) below) as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect: (i) the Company or the Transferred Subsidiaries owns or possesses possess all material Licenses and Permits, and has have made all material filings, applications and registrations with all Governmental Authorities necessary for (including all authorizations required by the conduct Drug Enforcement Administration and under the Federal Food, Drug and Cosmetic Act, the regulations of the FS Business as currently conducted United States Food and as currently contemplated by the Company to be conducted, Drug Administration and Environmental Laws and all other similar Laws in other applicable jurisdictions) and all such Licenses and Permits are in full force and effect.; (bii) No no loss of any such material Licenses and Permits is pending in any Proceeding or, to the Knowledge of the Company, has been threatened by a Governmental Authority, except for normal expirations in accordance with the terms thereof or applicable Law and all such Licenses and Permits may be transferred to the Buyer or its Subsidiaries.; (ciii) The the Company has and each of the Transferred Subsidiaries have complied with (A) all terms and conditions of the all Licenses and Permits and (B) all Laws applicable to the operation of the FS Business and ownership or use of the Transferred Assets, and the Company it has not received any written notice of any pending Proceeding alleging facts which, if true, would constitute a failure to comply with either (A) or (B) of this Section 4.11(c4.1(m)(iii).; (div) There there are no (A) unresolved violations, criticisms or exceptions noted by any Governmental Authority in any report, comment letter or other written statement relating to or based on any examinations of the FS Business Business, the Transferred Subsidiaries or, with respect to the FS Business or and the Transferred Assets or Assets, the Company or its Subsidiaries or (B) written agreements, memoranda of understanding, commitment letters or similar undertakings to which the FS Business Business, the Transferred Subsidiaries or, with respect to the FS Business and the Transferred Assets, the Company or its Subsidiaries is a party, or Orders from, or any resolution adopted at the request of, any Governmental Authority.; and (ev) Neither to the Knowledge of the Company, each third party at any time engaged in the testing, manufacturing, storage, packaging, labeling, sale or distribution of a product on behalf of the Business, the Transferred Subsidiaries or, with respect to the Business and the Transferred Assets, the Company or any of its Subsidiaries (a) is subject to regulationhas been, supervision in compliance with all applicable Laws and Licenses and Permits which have jurisdiction over the products being tested, manufactured, stored, packaged, labeled, sold or examination by any state or Federal depository institution regulatory agency or department, (b) is subject to regulation or examination under the provisions of Section 7 distributed on behalf of the Bank Service Corporation ActBusiness, 12 USC 1867the Transferred Subsidiaries or, with respect to the Business and the Transferred Assets, the Company or (cits Subsidiaries; provided, that with respect to this Section 4.1(m)(v), the term “Knowledge of the Company” shall mean, with respect to any such matter, the actual knowledge, without due inquiry, of the individuals listed in Section 1.1(i) has been examined by any Federal depository institution regulatory agency and received notice that of the results of such examination were less than satisfactory in any material respectsCompany Disclosure Schedule.

Licenses and Permits; Compliance with Laws. Except as, individually or in the aggregate, has not and would not reasonably be expected to interfere in any material respect with the conduct of the Business: (ai) The the Company or a Business Subsidiary owns or possesses all material Licenses and Permits, and has made all material filings, applications and registrations with all Governmental Authorities necessary for the conduct of the FS Business as currently conducted and as currently contemplated by the Company to be conductedAuthorities, and all such Licenses and Permits are in full force and effect.; (bii) No no loss of any such material Licenses and Permits is pending in any Proceeding or, to the Knowledge of the Company, has been threatened by a Governmental Authority, except for normal expirations in accordance with the terms thereof or applicable Law and all such material Licenses and Permits may be transferred to the Buyer or its Subsidiaries.; (ciii) The Company the Business has complied been operated in material compliance with (A) all terms and conditions of the Licenses and Permits and (B) all Laws applicable to the operation of the FS Business and ownership or use of the Transferred Assets, and neither the Company nor any of its Subsidiaries has not received any written notice of any pending Proceeding alleging facts which, if true, would constitute a failure to comply with either (A) or (B) of this Section 4.11(c4.1(l)(iii).; and (div) There there are no (A) unresolved violations, criticisms violations or exceptions noted by any Governmental Authority in any report, comment letter or other written statement relating to or based on any examinations of the FS Business or, with respect related to the FS Business or the Transferred Assets or the Company Assets, or (B) written agreements, memoranda of understanding, understanding or commitment letters or similar undertakings to which the FS Business or, with respect any Governmental Authority related to the FS Business and or the Transferred Assets, to which the Company or its Subsidiaries is a party, or Orders from, or any resolution adopted at the request of, any Governmental AuthorityAuthority related to the Business or the Transferred Assets. (ev) Neither As of the Closing Date, the Company or any of and its Subsidiaries may transfer the Personal Data of the Customers and Prospects to the Buyer or the applicable Designated Purchaser to allow the Buyer to (ai) is subject to regulation, supervision or examination by any state or Federal depository institution regulatory agency or departmentnotify Customers and Prospects of the Acquisition, (bii) is subject to regulation or examination under the provisions of Section 7 of the Bank Service Corporation Act, 12 USC 1867, or (c) has been examined by any Federal depository institution regulatory agency and received notice request that the results Customers and Prospects register a Customer or Prospect account with the Buyer, (iii) fulfill the requests from or agreements with the applicable Customers and Prospects (e.g., as part of a legitimate business interest), and (iv) otherwise process Customer or Prospect Personal Data in accordance with Company’s privacy policy and in accordance with the existing Communications Preferences for such examination were less than satisfactory Customers and Prospects as communicated by the Company to the Buyer. The Company has obtained the applicable permissions required by the Customers and Prospects to process their Personal Data as described in any material respectsthis Agreement.

Licenses and Permits; Compliance with Laws. Except (aother than in the case of clauses (i) The Company and (ii) below) as, individually or in the aggregate, has not and would not reasonably be expected to materially interfere with the conduct of the Business as currently conducted or the release any Products of the Seller that are scheduled for release within the ninety (90) days after the date hereof: (i) the Seller owns or possesses all material Licenses and Permits, and has made all material filings, applications and registrations with all Governmental Authorities necessary for the conduct of the FS Business as currently conducted and as currently contemplated by the Company to be conductedAuthorities, and all such Licenses and Permits are in full force and effect.; (bii) No no loss of any such material Licenses and Permits is pending in any Proceeding or, to the Knowledge of the CompanySeller, has been threatened by a Governmental Authority, except for normal expirations in accordance with the terms thereof or applicable Law and all such Licenses and Permits may be transferred to the Buyer or its Subsidiaries.Buyer; (ciii) The Company the Seller and each of its Subsidiaries has complied with (A) all terms and conditions of the all Licenses and Permits and (B) all Laws applicable to the operation of the FS Business and ownership or use of the Transferred Assets, and the Company it has not received any written notice nor does it have Knowledge of any pending Proceeding Actions or Proceedings alleging facts which, if true, would constitute a failure to comply with either (A) or (B) of this Section 4.11(c4.1(l)(iii).; and (div) There there are no (A) unresolved violations, criticisms or exceptions noted by any Governmental Authority in any report, comment letter or other written statement relating to or based on any examinations of the FS Business or, with respect to the FS Business or and the Transferred Assets Assets, the Seller or the Company its Subsidiaries or (B) written agreements, memoranda of understanding, commitment letters or similar undertakings to with or Orders from any Governmental Authority which the FS Business or, with respect relate specifically to the FS Business and the Transferred Assets, the Company is a party, or Orders from, or any resolution adopted at the request of, any Governmental Authority. (e) Neither the Company or any of its Subsidiaries (a) is subject to regulation, supervision or examination by any state or Federal depository institution regulatory agency or department, (b) is subject to regulation or examination under the provisions of Section 7 of the Bank Service Corporation Act, 12 USC 1867, or (c) has been examined by any Federal depository institution regulatory agency and received notice that the results of such examination were less than satisfactory in any material respects.