Common use of Litigation; Compliance with Law Clause in Contracts

Litigation; Compliance with Law. (a) Except as disclosed in the Specified Parent SEC Documents, (i) there is no Litigation pending or, to the knowledge of Parent, threatened in writing against, relating to or naming as a party thereto Parent or any of its Subsidiaries, any of their respective properties or assets or any of Parent’s officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parent, any of its Subsidiaries or any of Parent’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its Subsidiaries. (b) Each of Parent and its Subsidiaries has complied, and is in compliance, in all material respects with all Laws and Permits which affect the respective businesses of Parent or any of its Subsidiaries, the Parent Real Property and/or the Parent Assets, and Parent and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Permit; nor has any notice, charge, claim or action has been received by Parent or any of its Subsidiaries or been filed, commenced, or to the knowledge of Parent, threatened against Parent or any of its Subsidiaries alleging any violation of the foregoing. (c) Parent and its Subsidiaries hold all Permits necessary for the ownership, leasing, operation, occupancy and use of the Parent Real Property, the Parent Assets and the conduct of their respective businesses as currently conducted (“Parent Permits”), except where the failure to hold such Parent Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has received notice that any Parent Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (d) This Section 4.10 does not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters (which are the subject of Section 4.17).

Litigation; Compliance with Law. (a) Except as disclosed in the Specified Parent SEC DocumentsDocuments and except for any of the items or matters covered by the following clauses (i), (ii) and (iii), that, individually or in the aggregate, has not had, or would not be reasonably likely to have or result in, a Material Adverse Effect on Parent, (i) there is no Litigation pending or, to the knowledge Knowledge of Parent, threatened in writing against, relating to or naming as a party thereto Parent or any of its Subsidiaries, any of their respective properties or assets or any of Parent’s officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parent, any of its Subsidiaries or any of Parent’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its Subsidiaries. (b) Each of Parent and its Subsidiaries has complied, and is in compliance, in all material respects compliance with all Laws and Permits which affect the respective businesses of Parent or any of its Subsidiaries, the Parent Real Property and/or the Parent Assets, and Parent and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Permit; nor has any notice, charge, claim or action has been received by Parent or any of its Subsidiaries or been filed, commenced, or to the knowledge Knowledge of Parent, threatened against Parent or any of its Subsidiaries alleging any violation of the foregoing, except in each case for any such noncompliance or violation that has been resolved in all material respects or that individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (c) Parent and its Subsidiaries hold all Permits necessary for the ownership, leasing, operation, occupancy and use of the Parent Real Property, the Parent Assets and the conduct of their respective businesses as currently conducted (“Parent Permits”), except where the failure to hold such Parent Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has received notice that any Parent Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent has no knowledge Knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (d) This Section 4.10 does not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters (which are the subject of Section 4.17).

Litigation; Compliance with Law. (a) Except as disclosed in the Specified Parent Company SEC DocumentsDocuments and except for any of the items or matters covered by the following clauses (i), (ii) and (iii), that, individually or in the aggregate, has not had, or would not be reasonably likely to have or result in, a Material Adverse Effect on the Company, (i) there is no Litigation pending or, to the knowledge Knowledge of Parentthe Company, threatened in writing against, relating to or naming as a party thereto Parent the Company or any of its Subsidiaries, any of their respective properties or assets or any of Parentthe Company’s officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parentthe Company, any of its Subsidiaries or any of Parentthe Company’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent the Company or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent the Company or any of its Subsidiaries. (b) Each of Parent the Company and its Subsidiaries has complied, and is in compliance, in all material respects compliance with all Laws and Permits which affect the respective businesses of Parent the Company or any of its Subsidiaries, the Parent Company Real Property and/or the Parent Company Assets, and Parent the Company and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Permit; nor has any notice, charge, claim or action has been received by Parent the Company or any of its Subsidiaries or been filed, commenced, or to the knowledge Knowledge of Parentthe Company, threatened against Parent the Company or any of its Subsidiaries alleging any violation of the foregoing, except in each case for any such noncompliance or violation that has been resolved in all material respects or that individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. (c) Parent The Company and its Subsidiaries hold all Permits necessary for the ownership, leasing, operation, occupancy and use of the Parent Company Real Property, the Parent Company Assets and the conduct of their respective businesses as currently conducted (“Parent Company Permits”), except where the failure to hold such Parent Company Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. Neither Parent the Company nor any of its Subsidiaries has received notice that any Parent Company Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent the Company has no knowledge Knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Company Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. (d) This Section 4.10 3.10 does not relate to matters with respect to (i) Parent Company Plans, ERISA and other employee benefit matters (which are the subject of Section 4.93.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.133.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.143.14), and (iv) labor matters (which are the subject of Section 4.173.17).

Litigation; Compliance with Law. (a) Except as disclosed in Section 4.10(a) of the Specified Parent SEC DocumentsCompany Disclosure Letter and except for claims under Environmental Laws (which are the subject of Section 4.15), (ia) there is no Litigation suit, claim, action, proceeding or investigation pending or, to the knowledge of Parentthe Company, threatened in writing againstthreatened, relating to or naming as a party thereto Parent against the Company or any of its SubsidiariesSubsidiaries , any of their respective properties or assets or any of Parentthe Company’s officers or directors (in their capacities as such), (iib) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parentthe Company, any of its Subsidiaries or any of Parentthe Company’s officers or directors (in their capacities as such) that, in the case of either clause (ia) or (iib), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company, and (iiic) there is no Litigation that Parent the Company or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent the Company or any of its SubsidiariesSubsidiaries which would have a Material Adverse Effect on the Company. (b) Each Except for ERISA (which is the subject of Parent Section 4.9), Tax laws (which are the subject of Section 4.14), and Environmental Laws (which are the subject of Section 4.15), each of the Company and its Subsidiaries has complied, and is in compliance, in all material respects with all Applicable Laws and Permits all licenses, permits, variances and approvals of Governmental Entities necessary for the lawful conduct of their respective businesses as currently conducted which affect the respective businesses of Parent the Company or any of its Subsidiaries, the Parent Company Real Property and/or the Parent Company Assets, and Parent the Company and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Permitany licenses, permits, variances or approvals of Governmental Entities necessary for the lawful conduct of their respective businesses as currently conducted; nor has any notice, charge, claim or action has been received by Parent the Company or any of its Subsidiaries or been filed, commenced, or to the knowledge of Parentthe Company, threatened against Parent the Company or any of its Subsidiaries alleging any violation of the foregoing. (c) Parent and its Subsidiaries hold all Permits necessary for the ownership, leasing, operation, occupancy and use of the Parent Real Property, the Parent Assets and the conduct of their respective businesses as currently conducted (“Parent Permits”), except where the failure to hold such Parent Permits individually or in the aggregate has not had, and each case as would not be reasonably likely to have or result in, in a Material Adverse Effect on Parentthe Company. (c) The Company and its Subsidiaries hold all licenses, permits, variances and approvals of Governmental Entities necessary for the lawful conduct of their respective businesses as currently conducted, except for licenses, permits, variances or approvals under Environmental Laws (which are the subject of Section 4.15) and except where the failure to hold such licenses, permits, variances or approvals has not had, or would not be reasonably likely to have or result in a Material Adverse Effect on the Company. Neither Parent the Company nor any of its Subsidiaries has received notice that any Parent Permit license, permit, variance or approvals of Governmental Entities will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent the Company has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. The execution, delivery and performance of this Agreement and the consummation of the Merger merger or any other transactions contemplated hereby do not and will not violate any Parent Permitlicense, permit, variance or approvals of Governmental Entities, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. (d) This Section 4.10 does not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters (which are the subject of Section 4.17).

Litigation; Compliance with Law. (a) Except as disclosed in the Specified Parent SEC Documents, There are no (i) there is no Litigation investigations or proceedings pending (or, to the knowledge of Parentthe Company, threatened in writing against, relating threatened) by any Governmental Entity with respect to or naming as a party thereto Parent the Company or any of its Subsidiaries, any of their respective properties Subsidiaries or assets or any of Parent’s officers or directors (in their capacities as such), (ii) there is no agreementactions, ordersuits or proceedings pending (or, judgmentto the knowledge of the Company, decree, injunction threatened) against the Company or award of any Governmental Entity against and/or binding upon Parent, any of its Subsidiaries or any of Parent’s officers their respective properties at Law or directors (in their capacities as such) thatequity before, and there are no orders, judgments or decrees of any Governmental Entity against the Company or any of its Subsidiaries, in the each case of either clause (i) or (ii), which, individually or in the aggregate has hadaggregate, have had or would be reasonably likely to have or result in, in a Material Adverse Effect on Parentthe Company. Except as set forth in Section 3.11(a) of the Company Disclosure Letter, and (iii) there is no Litigation that Parent the Company or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent the Company or any of its Subsidiaries. (b) Each Except where the non-compliance, violation or default, individually or in the aggregate, would not be reasonably likely to have or result in a Material Adverse Effect on the Company, each of Parent the Company and its Subsidiaries has complied, and is in compliance, in all material respects with all Laws and Permits which affect the respective businesses of Parent the Company or any of its Subsidiaries, the Parent Real Property Subsidiaries and/or the Parent Company Assets, and Parent the Company and its Subsidiaries have not been and are not not, in violation in any material respect of or default under any such Law or Permit; nor has any written notice, charge, claim or action has been received by Parent the Company or any of its Subsidiaries or been filed, commencedcommenced or, or to the knowledge of Parentthe Company, threatened against Parent the Company or any of its Subsidiaries alleging the noncompliance with, or any violation of of, the foregoingforegoing in any material respects. (c) Parent The Company and its Subsidiaries hold and have held all Permits licenses, permits, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Entities or other Persons (“Permits”) necessary for the ownership, leasing, operation, occupancy and use of the Parent Real Property, the Parent Company Assets and the conduct of their respective businesses as currently conducted (“Parent Company Permits”), except where the failure to hold such Parent Permits Company Permits, individually or in the aggregate aggregate, would not be reasonably likely to have or result in a Material Adverse Effect on the Company. All Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, had and would not be reasonably likely to have or result in, in a Material Adverse Effect on ParentEffect. Neither Parent the Company nor any of its Subsidiaries has received written notice that any Parent Company Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent the Company has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, ; in each case except for any such terminationstermination, modifications modification or nonrenewals that renewal that, individually or in the aggregate have aggregate, has not had, had and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do does not and will not violate any Parent Company Permit, or result in any termination, modification or nonrenewal nonrenewals thereof, except in each case for any such violations, terminations, modifications or nonrenewals that nonrenewal that, individually or in the aggregate aggregate, have not had, had and would not be reasonably likely to have or result in, in a Material Adverse Effect on Parentthe Company. (d) This Section 4.10 3.11 does not relate to matters with respect to (i) Parent Company Plans, ERISA and other employee benefit matters (which are the subject of Section 4.93.10), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.133.14), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.143.15), and or (iv) labor matters (which are the subject of Section 4.173.19).

Litigation; Compliance with Law. (a) Except as disclosed for such Litigation set forth in the Specified Parent SEC DocumentsDocuments filed and publicly available prior to the date of this Agreement or that individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent, (i) there is no Litigation pending or, to the knowledge of Parent, threatened in writing against, relating to or naming as a party thereto Parent or Merger Sub, or any of its Parent’s other Subsidiaries, any of their respective properties or assets or any of Parent’s officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parent, any of its Subsidiaries or any of Parent’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent or Merger Sub, or any of its Subsidiaries Parent’s other Subsidiaries, has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its Subsidiaries. (b) Each Except as set forth in the Parent SEC Documents filed and publicly available prior to the date of this Agreement or as individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent, each of Parent and its Subsidiaries has complied, and is in compliancecompliance with, in all material respects with all Laws and Parent Permits which affect the respective businesses of Parent or any of its Subsidiaries, the Parent Real Property and/or the Parent Assets, and Parent and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Parent Permit; nor has any notice, charge, claim Claim or action has been received in writing by Parent or any of its Subsidiaries or been filed, commenced, or to the knowledge of Parent, threatened against Parent or any of its Subsidiaries alleging any violation of the foregoing, except for such violations or allegations of violations as individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (c) Without limiting the generality of clause (b) above and mindful of the principles of the United States Foreign Corrupt Practices Act and other similar applicable foreign Laws, neither Parent nor any of its Subsidiaries, nor, in any such case, any of their respective Representatives has (i) made, offered or authorized any payment or given or offered anything of value directly or indirectly (including through a friend or family member with personal relationships with government officials) to an official of any government for the purpose of influencing an act or decision in his official capacity or inducing him to use his influence with that government with respect to Parent or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign Laws, (ii) made, offered or authorized any payment to any Governmental Entity, political party or political candidate for the purpose of influencing any official act or decision, or inducing such Person to use any influence with that government with respect to Parent or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign Laws or (iii) taken any action that would be reasonably likely to subject Parent or any of its Subsidiaries to any material liability or penalty under any and all Laws of any Governmental Entity. (d) Parent and its Subsidiaries hold all Permits licenses, permits, certifications, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Entities or other Persons necessary for the ownership, leasing, operation, occupancy and use of the Parent Real Property, the Parent Assets and the conduct of their respective businesses as currently conducted (“Parent Permits”), except where the failure to hold such Parent Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has received notice that any Parent Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (de) This Section 4.10 4.11 does not relate to matters with respect to (i) Parent Benefit Plans, ERISA and other employee benefit matters (which are the subject of Section 4.94.10), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.134.14), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), 4.15) and (iv) labor matters (which are the subject of Section 4.174.18).

Litigation; Compliance with Law. (a) Except as disclosed for such Litigation that individually or in the Specified Parent SEC Documentsaggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent, (iA) there is no Litigation pending or, to the knowledge of Parent, threatened in writing against, relating to or naming as a party thereto Parent Parent, Merger Sub I or Merger Sub II, or any of its Parent’s other Subsidiaries, any of their respective properties or assets or any of Parent’s officers or directors (in their capacities as such), (iiB) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parent, any of its Subsidiaries or any of Parent’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iiiC) there is no Litigation that Parent Parent, Merger Sub I or Merger Sub II, or any of its Subsidiaries Parent’s other Subsidiaries, has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its Subsidiaries. (b) Each Except as individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent, each of Parent and its Subsidiaries has complied, and is in compliance, in all material respects compliance with all Laws and Parent Permits which affect the respective businesses of Parent or any of its Subsidiaries, the Parent Real Property and/or the Parent Assets, and Parent and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Permit; nor has any notice, charge, claim or action has been received by Parent or any of its Subsidiaries or been filed, commenced, or to the knowledge of Parent, threatened against Parent or any of its Subsidiaries alleging any violation of the foregoing, except for such violations or allegations of violations as individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (c) Without limiting the generality of clause (b) above and mindful of the principles of the United States Foreign Corrupt Practices Act and other similar applicable foreign laws, neither Parent nor any of its Subsidiaries, nor, in any such case, any of their respective Representatives has (i) made, offered or authorized any payment or given or offered anything of value directly or indirectly (including through a friend or family member with personal relationships with government officials) to an official of any government for the purpose of influencing an act or decision in his official capacity or inducing him to use his influence with that government with respect to Parent or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign laws, (ii) made, offered or authorized any payment to any Governmental Entity, political party or political candidate for the purpose of influencing any official act or decision, or inducing such Person to use any influence with that government with respect to Parent or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign laws or (iii) taken any action that would be reasonably likely to subject Parent or any of its Subsidiaries to any material liability or penalty under any and all Laws of any Governmental Entity. (d) Parent and its Subsidiaries hold all Permits licenses, permits, certifications, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Entities or other Persons necessary for the ownership, leasing, operation, occupancy and use of the Parent Real Property, the Parent Assets and the conduct of their respective businesses as currently conducted (“Parent Permits”), except where the failure to hold such Parent Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has received notice that any Parent Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The execution, delivery and performance of this Agreement and the consummation of the Merger Mergers or any other transactions contemplated hereby do not and will not violate any Parent Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (de) This Section 4.10 does not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters (which are the subject of Section 4.17).of

Litigation; Compliance with Law. (a) Except as disclosed expressly identified in the Specified Parent Company SEC DocumentsDocuments or Section 3.10 of the Disclosure Letter and except for claims under Environmental Laws (which are the subject of Section 3.15), (i) as of the date hereof, there is no Litigation suit, claim, action, proceeding or investigation pending or, to the knowledge of Parentthe Company, threatened in writing againstthreatened, relating to or naming as a party thereto Parent against the Company or any of its SubsidiariesSubsidiaries which would reasonably be expected to result in a liability greater than $5,000,000, any of their respective properties whether or assets or any of Parent’s officers or directors (in their capacities as such)not covered by insurance, and (ii) there is no agreementsuit, orderclaim, action, proceeding or investigation pending or, to the knowledge of the Company, threatened, against the Company or any of its Subsidiaries which would have a Material Adverse Effect. (b) Except as expressly identified in the Company SEC Documents and except for Environmental Laws (which are the subject of Section 3.15), the operations of the Company and its Subsidiaries are not being conducted in violation of any law, statute, regulation, judgment, decree, order or injunction or award of any Governmental Entity against and/or binding upon ParentEntity, any of its Subsidiaries or any of Parent’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or except where such violations would be reasonably likely to not have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its Subsidiaries. (b) Each of Parent and its Subsidiaries has complied, and is in compliance, in all material respects with all Laws and Permits which affect the respective businesses of Parent or any of its Subsidiaries, the Parent Real Property and/or the Parent Assets, and Parent and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Permit; nor has any notice, charge, claim or action has been received by Parent or any of its Subsidiaries or been filed, commenced, or to the knowledge of Parent, threatened against Parent or any of its Subsidiaries alleging any violation of the foregoingEffect. (c) Parent The Company and its Subsidiaries hold all Permits licenses, permits, variances and approvals of Governmental Entities necessary for the ownership, leasing, operation, occupancy and use of the Parent Real Property, the Parent Assets and the lawful conduct of their respective businesses as currently conducted except for licenses, permits, variances or approvals under Environmental Laws (“Parent Permits”), which are the subject of Section 3.15) and except where the failure to hold such Parent Permits individually licenses, permits, variances or in the aggregate has not had, and approvals would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent Effect. (d) Except as set forth in Schedule 3.10(d) of the Disclosure Letter, or as set forth in the Balance Sheets, neither the Company nor any of its Subsidiaries has received notice that has, as of the date therein, any Parent Permit will liabilities associated with the matters contemplated by this Section 3.10 which would be terminated required to be reflected or modified or cannot be renewed reserved against in a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP, except for such liabilities as were incurred in the ordinary course of business, and Parent has no knowledge of any reasonable basis for any such termination, modification business or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on ParentEffect. (d) This Section 4.10 does not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters (which are the subject of Section 4.17).

Litigation; Compliance with Law. (a) Except as disclosed in the Specified Parent SEC DocumentsDocuments and except for any of the items or matters covered by the following clauses (i), (ii) and (iii), that, individually or in the aggregate, has not had, or would not be reasonably likely to have or result in, a Material Adverse Effect on Parent, (i) there is no Litigation pending or, to the knowledge Knowledge of Parent, threatened in writing against, relating to or naming as a party thereto Parent or any of its Subsidiaries, any of their respective properties or assets or any of Parent’s officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parent, any of its Subsidiaries or any of Parent’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its Subsidiaries. (b) Each of Parent and its Subsidiaries has complied, and is in compliance, in all material respects compliance with all Laws and Permits which affect the respective businesses of Parent or any of its Subsidiaries, the Parent Real Property and/or the Parent Assets, and Parent and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Permit; nor has any notice, charge, claim or action has been received by Parent or any of its Subsidiaries or been filed, commenced, or to the knowledge Knowledge of Parent, threatened against Parent or any of its Subsidiaries alleging any violation of the foregoing, except in each case for any such noncompliance or violation that has been resolved in all material respects or that individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (c) Without limiting the generality of Section 4.10(b), Parent, each of its Subsidiaries, and, to the Knowledge of Parent, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing, (i) is in compliance with the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to Parent or its Subsidiaries, (ii) has not been given written notice by any Governmental Entity of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such Person, and (iii) is not being (and has not been) investigated by any Governmental Entity except, in each case of the foregoing clauses (i) through (iii), as would not, individually or in the aggregate, have a Material Adverse Effect on Parent. (d) Parent and its Subsidiaries hold all Permits necessary for the ownership, leasing, operation, occupancy and use of the Parent Real Property, the Parent Assets and the conduct of their respective businesses as currently conducted (“Parent Permits”), except where the failure to hold such Parent Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has received notice that any Parent Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent has no knowledge Knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (de) This Section 4.10 does not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters Employee Matters (which are the subject of Section 4.17).

Litigation; Compliance with Law. (a) Except as disclosed in the Specified Parent SEC Documents, (i) there There is no suit, claim, action, arbitration, proceeding or investigation or other Litigation pending or, to the knowledge of Parentthe Purchasers, threatened in writing againstthreatened, relating to or naming as a party thereto Parent against the Purchasers or any of its Subsidiaries, any of their respective properties or assets which, individually or in the aggregate, if determined adversely to the Purchasers, would reasonably have a Material Adverse Effect. The Purchasers are not subject to any of Parent’s officers settlement or directors (in their capacities as such)similar agreement with any Governmental Authority, (ii) there is no agreement, or to any order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon ParentAuthority or arbitrator, any of its Subsidiaries or any of Parent’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), that individually or in the aggregate has hadaggregate, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its SubsidiariesEffect. (b) Each of Parent and its Subsidiaries has complied, and is The Purchasers are in compliance, compliance in all material respects with all Laws and Permits which affect the respective businesses of Parent or any of its Subsidiaries, the Parent Real Property and/or the Parent Assetsapplicable to them, and Parent and its Subsidiaries the Purchasers have not been received any notice alleging noncompliance. The Purchasers have all Permits that are required in order to permit each to carry on its business as it is presently conducted except where failure to hold such Permits in the aggregate would not have a Material Adverse Effect. All such Permits are in full force and effect and the Purchasers are not in violation compliance in any all material respect respects with the terms of any such Law or Permit; nor has any noticePermits, chargeincluding requirements for notifications, claim or action has been received by Parent or any filing, reporting, posting and maintenance of its Subsidiaries or been filed, commenced, or to the knowledge of Parent, threatened against Parent or any of its Subsidiaries alleging any violation of the foregoinglogs and records. (c) Parent and its Subsidiaries hold all Permits necessary for There is no Litigation pending or, to the ownership, leasing, operation, occupancy and use knowledge of the Parent Real PropertyPurchasers, the Parent Assets and the conduct of their respective businesses as currently conducted (“Parent Permits”)threatened, except where the failure to hold such Parent Permits individually or that would result in the aggregate has termination, modification or nonrenewal of any Permit, and, to the knowledge of the Purchasers, they have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has received notice that any Parent Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent has there is no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or as in the aggregate have not had, and would not be reasonably likely to have or result in, in a Material Adverse Effect on ParentEffect. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or thereof as in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on ParentEffect. (d) This Section 4.10 does The Purchasers are purchasing the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares solely for investment, with no intention to resell such securities in contravention of the Securities Act. The Purchasers hereby acknowledge that the Preferred Shares and Warrants have not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14)been, and (iv) labor matters (which are the subject Conversion Shares and the Warrant Shares will not be, registered pursuant to the Securities Act and may not be transferred in the absence of Section 4.17)such registration or an exemption therefrom under the Securities Act.

Litigation; Compliance with Law. (a) Except as disclosed for such Litigation expressly set forth in the Specified Parent Brushy SEC DocumentsDocuments filed and publicly available prior to the date of this Agreement or that individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Brushy, (i) there is no Litigation pending or, to the knowledge of ParentBrushy, threatened in writing against, relating to or naming as a party thereto Parent Brushy or any of its Subsidiaries, any of their respective properties or assets or any of ParentBrushy’s officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon ParentBrushy, any of its Subsidiaries or any of ParentBrushy’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent Brushy or any Subsidiary of its Subsidiaries Brushy has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent Brushy or any of its Subsidiaries. (b) Each Except as individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Brushy, each of Parent Brushy and its Subsidiaries each Subsidiary of Brushy has complied, and is in compliance, in all material respects with all Laws and Brushy Permits which that affect the respective businesses of Parent Brushy or any of its Subsidiaries, the Parent Brushy Real Property and/or the Parent Brushy Assets, and Parent Brushy and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Brushy Permit; nor has any notice, charge, claim Claim or action has been received in writing by Parent Brushy or any of its Subsidiaries or been filed, commencedcommenced or, or to the knowledge of ParentBrushy, threatened against Parent Brushy or any of its Subsidiaries alleging any violation of the foregoing, except for such violations or allegations of violations as individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Brushy. (c) Parent Without limiting the generality of clause (b) above and mindful of the principles of the United States Foreign Corrupt Practices Act and other similar applicable foreign Laws, neither Brushy nor any Subsidiary of Brushy, nor, in any such case, any of their respective Representatives, has (i) made, offered or authorized any payment or given or offered anything of value directly or indirectly (including through a friend or family member with personal relationships with government officials) to an official of any government for the purpose of influencing an act or decision in his official capacity or inducing him to use his influence with that government with respect to Brushy or its Subsidiary in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign Laws, (ii) made, offered or authorized any payment to any Governmental Entity, political party or political candidate for the purpose of influencing any official act or decision, or inducing such Person to use any influence with that government with respect to Brushy or its Subsidiary in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign Laws or (iii) taken any action that would be reasonably likely to subject Brushy or its Subsidiaries to any material liability or penalty under any and all Laws of any Governmental Entity. (d) Brushy and its Subsidiaries hold all Permits licenses, permits, certifications, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Entities or other Persons necessary for the ownership, leasing, operation, occupancy and use of the Parent Brushy Real Property, Property and the Parent Brushy Assets and the conduct of their respective businesses as currently conducted (“Parent Brushy Permits”), except where the failure to hold such Parent Brushy Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on ParentBrushy. Neither Parent Brushy nor any Subsidiary of its Subsidiaries Brushy has received notice that any Parent Brushy Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent Brushy has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on ParentBrushy. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Brushy Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on ParentBrushy. (de) This Section 4.10 3.12 does not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), 3.15) and (iiiii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters (which are the subject of Section 4.173.16).

Litigation; Compliance with Law. (a) Except as disclosed in the Specified Parent Company SEC DocumentsDocuments and except for any of the items or matters covered by the following clauses (i), (ii) and (iii), that, individually or in the aggregate, has not had, or would not be reasonably likely to have or result in, a Material Adverse Effect on the Company, (i) there is no Litigation pending or, to the knowledge Knowledge of Parentthe Company, threatened in writing against, relating to or naming as a party thereto Parent the Company or any of its Subsidiaries, any of their respective properties or assets or any of Parentthe Company’s officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parentthe Company, any of its Subsidiaries or any of Parentthe Company’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent the Company or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent the Company or any of its Subsidiaries. (b) Each of Parent the Company and its Subsidiaries has complied, and is in compliance, in all material respects compliance with all Laws and Permits which affect the respective businesses of Parent the Company or any of its Subsidiaries, the Parent Company Real Property and/or the Parent Company Assets, and Parent the Company and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Permit; nor has any notice, charge, claim or action has been received by Parent the Company or any of its Subsidiaries or been filed, commenced, or to the knowledge Knowledge of Parentthe Company, threatened against Parent the Company or any of its Subsidiaries alleging any violation of the foregoing, except in each case for any such noncompliance or violation that has been resolved in all material respects or that individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. (c) Parent Without limiting the generality of Section 3.10(b), the Company, each of its Subsidiaries, and, to the Knowledge of the Company, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing, (i) is in compliance with the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to the Company or its Subsidiaries, (ii) has not been given written notice by any Governmental Entity of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such Person, and (iii) is not being (and has not been) investigated by any Governmental Entity except, in each case of the foregoing clauses (i) through (iii), as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (d) The Company and its Subsidiaries hold all Permits necessary for the ownership, leasing, operation, occupancy and use of the Parent Company Real Property, the Parent Company Assets and the conduct of their respective businesses as currently conducted (“Parent Company Permits”), except where the failure to hold such Parent Company Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. Neither Parent the Company nor any of its Subsidiaries has received notice that any Parent Company Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent the Company has no knowledge Knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Company Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. (de) This Section 4.10 3.10 does not relate to matters with respect to (i) Parent Company Plans, ERISA and other employee benefit matters (which are the subject of Section 4.93.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.133.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.143.14), and (iv) labor matters Employee Matters (which are the subject of Section 4.173.17).

Litigation; Compliance with Law. (a) Except as disclosed for such Litigation that individually or in the Specified Parent SEC Documentsaggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company, (i) there is no Litigation pending or, to the knowledge of Parentthe Company, threatened in writing against, relating to or naming as a party thereto Parent the Company or any of its Subsidiaries, any of their respective properties or assets or any of Parentthe Company’s officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parentthe Company, any of its Subsidiaries or any of Parentthe Company’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent the Company or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent the Company or any of its Subsidiaries. (b) Each Except as individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company, each of Parent the Company and its Subsidiaries has complied, and is in compliancecompliance with, in all material respects with all Laws and Company Permits which that affect the respective businesses of Parent the Company or any of its Subsidiaries, the Parent Company Real Property and/or the Parent Company Assets, and Parent the Company and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Company Permit; nor has any notice, charge, claim Claim or action has been received in writing by Parent the Company or any of its Subsidiaries or been filed, commenced, or to the knowledge of Parentthe Company, threatened against Parent the Company or any of its Subsidiaries alleging any violation of the foregoing, except for such violations or allegations of violations as individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. (c) Parent Without limiting the generality of clause (b) above and mindful of the principles of the United States Foreign Corrupt Practices Act and other similar applicable foreign Laws, neither the Company nor any of its Subsidiaries, nor, in any such case, any of their respective Representatives has (i) made, offered or authorized any payment or given or offered anything of value directly or indirectly (including through a friend or family member with personal relationships with government officials) to an official of any government for the purpose of influencing an act or decision in his official capacity or inducing him to use his influence with that government with respect to the Company or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign Laws, (ii) made, offered or authorized any payment to any Governmental Entity, political party or political candidate for the purpose of influencing any official act or decision, or inducing such Person to use any influence with that government with respect to the Company or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign Laws or (iii) taken any action that would be reasonably likely to subject the Company or any of its Subsidiaries to any material liability or penalty under any and all Laws of any Governmental Entity. (d) The Company and its Subsidiaries hold all Permits licenses, permits, certifications, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Entities or other Persons necessary for the ownership, leasing, operation, occupancy and use of the Parent Company Real Property, the Parent Assets Company Assets, and the conduct of their respective businesses as currently conducted (“Parent Company Permits”), except where the failure to hold such Parent Company Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. Neither Parent the Company nor any of its Subsidiaries has received notice that any Parent Company Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent the Company has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Company Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. (de) This Section 4.10 3.11 does not relate to matters with respect to (i) Parent Company Benefit Plans, ERISA and other employee benefit matters (which are the subject of Section 4.93.10), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.133.14), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.143.15), and (iv) labor matters (which are the subject of Section 4.173.18).

Litigation; Compliance with Law. (a) Except as disclosed for such Litigation that individually or in the Specified Parent SEC Documentsaggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company, (iA) there is no Litigation pending or, to the knowledge of Parentthe Company, threatened in writing against, relating to or naming as a party thereto Parent the Company or any of its Subsidiaries, any of their respective properties or assets or any of Parentthe Company’s officers or directors (in their capacities as such), (iiB) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parentthe Company, any of its Subsidiaries or any of Parentthe Company’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iiiC) there is no Litigation that Parent the Company or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent the Company or any of its Subsidiaries. (b) Each Except as individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company, each of Parent the Company and its Subsidiaries has complied, and is in compliance, in all material respects with all Laws and Company Permits which affect the respective businesses of Parent the Company or any of its Subsidiaries, the Parent Real Property and/or the Parent Company Assets, including the Company Vessels, and Parent the Company and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Company Permit; nor has any notice, charge, claim or action has been received by Parent the Company or any of its Subsidiaries or been filed, commenced, or to the knowledge of Parentthe Company, threatened against Parent the Company or any of its Subsidiaries alleging any violation of the foregoing, except for such violations or allegations of violations as individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. (c) Parent Without limiting the generality of clause (b) above and mindful of the principles of the United States Foreign Corrupt Practices Act and other similar applicable foreign laws, neither the Company nor any of its Subsidiaries, nor, in any such case, any of their respective Representatives has (i) made, offered or authorized any payment or given or offered anything of value directly or indirectly (including through a friend or family member with personal relationships with government officials) to an official of any government for the purpose of influencing an act or decision in his official capacity or inducing him to use his influence with that government with respect to the Company or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign laws, (ii) made, offered or authorized any payment to any Governmental Entity, political party or political candidate for the purpose of influencing any official act or decision, or inducing such Person to use any influence with that government with respect to the Company or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign laws or (iii) taken any action that would be reasonably likely to subject the Company or any of its Subsidiaries to any material liability or penalty under any and all Laws of any Governmental Entity. (d) The Company and its Subsidiaries hold all Permits licenses, permits, certifications, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Entities or other Persons necessary for the ownership, leasing, operation, occupancy and use of the Parent Real Property, the Parent Assets Company Assets, including the Company Vessels, and the conduct of their respective businesses as currently conducted (“Parent Company Permits”), except where the failure to hold such Parent Company Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. Neither Parent the Company nor any of its Subsidiaries has received notice that any Parent Company Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent the Company has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. The execution, delivery and performance of this Agreement and the consummation of the Merger Mergers or any other transactions contemplated hereby do not and will not violate any Parent Company Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. (de) This Section 4.10 3.10 does not relate to matters with respect to (i) Parent Company Plans, ERISA and other employee benefit matters (which are the subject of Section 4.93.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.133.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.143.14), and (iv) labor matters (which are the subject of Section 4.173.17).

Litigation; Compliance with Law. (a) Except as disclosed in the Specified Parent SEC Documents, There are no (i) there is no Litigation investigations or proceedings pending (or, to the knowledge of Parentthe Buyer, threatened in writing against, relating threatened) by any Governmental Entity with respect to or naming as a party thereto Parent the Buyer or any of its Subsidiaries, any of their respective properties Subsidiaries or assets or any of Parent’s officers or directors (in their capacities as such), (ii) there is no agreementactions, ordersuits or proceedings pending (or, judgmentto the knowledge of the Buyer, decree, injunction threatened) against the Buyer or award of any Governmental Entity against and/or binding upon Parent, any of its Subsidiaries or any of Parent’s officers their respective properties at Law or directors (in their capacities as such) thatequity before, and there are no orders, judgments or decrees of any Governmental Entity against the Buyer or any of its Subsidiaries, in the each case of either clause (i) or (ii), which, individually or in the aggregate aggregate, has had, had or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its Subsidiariesthe Buyer. (b) Each of Parent the Buyer and its Subsidiaries has complied, and is in compliance, in all material respects with all Laws and Permits which affect the respective businesses of Parent the Buyer or any of its Subsidiaries, the Parent Real Property Subsidiaries and/or the Parent AssetsCompany’s and its Subsidiaries’ respective properties and assets (real, personal or mixed, tangible or intangible), and Parent the Buyer and its Subsidiaries have not been and are not in violation in any material respect of or default under any such Law or Permit, except where such violation or default, individually or in the aggregate, has not had or would not be reasonably likely to have a Material Adverse Effect on the Buyer; nor has any written notice, charge, claim or action has been received by Parent the Buyer or any of its Subsidiaries or been filed, commencedcommenced or, or to the knowledge of Parentthe Buyer, threatened against Parent the Buyer or any of its Subsidiaries alleging the noncompliance in any material respects with, or any violation of of, the foregoing. (c) Parent and its Subsidiaries hold all Permits necessary for the ownership, leasing, operation, occupancy and use of the Parent Real Property, the Parent Assets and the conduct of their respective businesses as currently conducted (“Parent Permits”), except where the failure to hold such Parent Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has received notice that any Parent Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (d) This Section 4.10 4.9 does not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters (which are the subject of Section 4.174.10).

Litigation; Compliance with Law. (a) Except as disclosed for such Litigation expressly set forth in the Specified Parent SEC DocumentsDocuments filed and publicly available prior to the date of this Agreement or that individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent, (i) there is no Litigation pending or, to the knowledge of Parent, threatened in writing against, relating to or naming as a party thereto Parent or Merger Sub, or any of its Parent’s other Subsidiaries, any of their respective properties or assets or any of Parent’s officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parent, any of its Subsidiaries or any of Parent’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent or Merger Sub, or any of its Subsidiaries Parent’s other Subsidiaries, has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its Subsidiaries. (b) Each Except as expressly set forth in the Parent SEC Documents filed and publicly available prior to the date of this Agreement or as individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent, each of Parent and its Subsidiaries has complied, and is in compliance, in all material respects compliance with all Laws and Parent Permits which affect the respective businesses of Parent or any of its Subsidiaries, the Parent Real Property and/or the Parent Assets, and Parent and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Parent Permit; nor has any notice, charge, claim Claim or action has been received in writing by Parent or any of its Subsidiaries or been filed, commenced, or to the knowledge of Parent, threatened against Parent or any of its Subsidiaries alleging any violation of the foregoing, except for such violations or allegations of violations as individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (c) Without limiting the generality of clause (b) above and mindful of the principles of the United States Foreign Corrupt Practices Act and other similar applicable foreign Laws, neither Parent nor any of its Subsidiaries, nor, in any such case, any of their respective Representatives has (i) made, offered or authorized any payment or given or offered anything of value directly or indirectly (including through a friend or family member with personal relationships with government officials) to an official of any government for the purpose of influencing an act or decision in his official capacity or inducing him to use his influence with that government with respect to Parent or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign Laws, (ii) made, offered or authorized any payment to any Governmental Entity, political party or political candidate for the purpose of influencing any official act or decision, or inducing such Person to use any influence with that government with respect to Parent or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign Laws or (iii) taken any action that would be reasonably likely to subject Parent or any of its Subsidiaries to any material liability or penalty under any and all Laws of any Governmental Entity. (d) Parent and its Subsidiaries hold all Permits licenses, permits, certifications, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Entities or other Persons necessary for the ownership, leasing, operation, occupancy and use of the Parent Real Property, the Parent Assets and the conduct of their respective businesses as currently conducted (“Parent Permits”), except where the failure to hold such Parent Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has received notice that any Parent Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Parent. The execution, delivery and performance of this Agreement and the consummation of the Merger Mergers or any other transactions contemplated hereby do not and will not violate any Parent Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (de) This Section 4.10 4.11 does not relate to matters with respect to (i) Parent Benefit Plans, ERISA and other employee benefit matters (which are the subject of Section 4.94.10), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.134.14), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), 4.15) and (iv) labor matters (which are the subject of Section 4.17).

Litigation; Compliance with Law. (a) Except as disclosed for such Litigation expressly set forth in the Specified Parent Company SEC DocumentsDocuments filed and publicly available prior to the date of this Agreement or that individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company, (i) there is no Litigation pending or, to the knowledge of Parentthe Company, threatened in writing against, relating to or naming as a party thereto Parent the Company or any of its Subsidiaries, any of their respective properties or assets or any of Parentthe Company’s officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parentthe Company, any of its Subsidiaries or any of Parentthe Company’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent the Company or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent the Company or any of its Subsidiaries. (b) Each Except as expressly set forth in the Company SEC Documents filed and publicly available prior to the date of Parent this Agreement or as individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company, each of the Company and its Subsidiaries has complied, and is in compliance, in all material respects with all Laws and Company Permits which that affect the respective businesses of Parent the Company or any of its Subsidiaries, the Parent Company Real Property and/or the Parent Company Assets, and Parent the Company and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Company Permit; nor has any notice, charge, claim Claim or action has been received in writing by Parent the Company or any of its Subsidiaries or been filed, commenced, or to the knowledge of Parentthe Company, threatened against Parent the Company or any of its Subsidiaries alleging any violation of the foregoing, except for such violations or allegations of violations as individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. (c) Parent Without limiting the generality of clause (b) above and mindful of the principles of the United States Foreign Corrupt Practices Act and other similar applicable foreign Laws, neither the Company nor any of its Subsidiaries, nor, in any such case, any of their respective Representatives has (i) made, offered or authorized any payment or given or offered anything of value directly or indirectly (including through a friend or family member with personal relationships with government officials) to an official of any government for the purpose of influencing an act or decision in his official capacity or inducing him to use his influence with that government with respect to the Company or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign Laws, (ii) made, offered or authorized any payment to any Governmental Entity, political party or political candidate for the purpose of influencing any official act or decision, or inducing such Person to use any influence with that government with respect to the Company or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign Laws or (iii) taken any action that would be reasonably likely to subject the Company or any of its Subsidiaries to any material liability or penalty under any and all Laws of any Governmental Entity. (d) The Company and its Subsidiaries hold all Permits licenses, permits, certifications, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Entities or other Persons necessary for the ownership, leasing, operation, occupancy and use of the Parent Company Real Property, the Parent Assets Company Assets, and the conduct of their respective businesses as currently conducted (“Parent Company Permits”), except where the failure to hold such Parent Company Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. Neither Parent the Company nor any of its Subsidiaries has received notice that any Parent Company Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent the Company has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. The execution, delivery and performance of this Agreement and the consummation of the Merger Mergers or any other transactions contemplated hereby do not and will not violate any Parent Company Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Company. (de) This Section 4.10 3.11 does not relate to matters with respect to (i) Parent Company Benefit Plans, ERISA and other employee benefit matters (which are the subject of Section 4.93.10), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.133.14), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.143.15), and (iv) labor matters (which are the subject of Section 4.173.18).

Litigation; Compliance with Law. (a) Except as disclosed in the Specified Parent SEC DocumentsDocuments and except for any of the items or matters covered by the following clauses (i), (ii) and (iii), that, individually or in the aggregate, has not had, or would not be reasonably likely to have or result in, a Material Adverse Effect on Parent, (i) there is no Litigation pending or, to the knowledge Knowledge of Parent, threatened in writing against, relating to or naming as a party thereto Parent or any of its Subsidiaries, any of their respective properties or assets or any of Parent’s 's officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parent, any of its Subsidiaries or any of Parent’s 's officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its Subsidiaries. (b) Each of Parent and its Subsidiaries has complied, and is in compliance, in all material respects compliance with all Laws and Permits which affect the respective businesses of Parent or any of its Subsidiaries, the Parent Real Property and/or the Parent Assets, and Parent and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Permit; nor has any notice, charge, claim or action has been received by Parent or any of its Subsidiaries or been filed, commenced, or to the knowledge Knowledge of 47 Parent, threatened against Parent or any of its Subsidiaries alleging any violation of the foregoing, except in each case for any such noncompliance or violation that has been resolved in all material respects or that individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (c) Parent and its Subsidiaries hold all Permits necessary for the ownership, leasing, operation, occupancy and use of the Parent Real Property, the Parent Assets and the conduct of their respective businesses as currently conducted (“"Parent Permits”"), except where the failure to hold such Parent Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has received notice that any Parent Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent has no knowledge Knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (d) This Section 4.10 does not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters (which are the subject of Section 4.17).

Litigation; Compliance with Law. (a) Except as disclosed in the Specified Parent SEC Documents, (i) there There is no suit, claim, action, arbitration, proceeding or investigation or other Litigation pending or, to the knowledge of Parent, threatened in writing against, relating to or naming as a party thereto Parent the Purchaser or any of its SubsidiariesAffiliates, threatened, against the Purchaser any of its Affiliates, any of their respective Subsidiaries or any of their properties or assets which, individually or in the aggregate, if determined adversely to the Purchaser or any of Parent’s officers its Affiliates, would reasonably have a Material Adverse Effect on the Purchaser or directors (in their capacities as such)any of its Affiliates. Neither the Purchaser, (ii) there nor any of its Subsidiaries nor any of its Affiliates is no agreementsubject to any settlement or similar agreement with any Governmental Authority, or to any order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon ParentAuthority or arbitrator, any of its Subsidiaries or any of Parent’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), that individually or in the aggregate has hadaggregate, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent the Purchaser or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its SubsidiariesAffiliates. (b) Each of Parent and its Subsidiaries has complied, and The Purchaser is in compliance, compliance in all material respects with all Laws and Permits which affect the respective businesses of Parent or any of its Subsidiaries, the Parent Real Property and/or the Parent Assetsapplicable to it, and Parent the Purchaser has not received any notice alleging noncompliance. The Purchaser has all Permits that are required in order to permit it to carry on its business as it is presently conducted except where failure to hold such Permits in the aggregate would not have a Material Adverse Effect on the Purchaser. All such Permits are in full force and its Subsidiaries have not been effect and are not the Purchaser is in violation compliance in any all material respect respects with the terms of any such Law or Permit; nor has any noticePermits, chargeincluding requirements for notifications, claim or action has been received by Parent or any filing, reporting, posting and maintenance of its Subsidiaries or been filed, commenced, or to the knowledge of Parent, threatened against Parent or any of its Subsidiaries alleging any violation of the foregoinglogs and records. (c) Parent and its Subsidiaries hold all Permits necessary for There is no Litigation pending or, to the ownership, leasing, operation, occupancy and use knowledge of the Parent Real PropertyPurchaser, the Parent Assets and the conduct of their respective businesses as currently conducted (“Parent Permits”)threatened, except where the failure to hold such Parent Permits individually or that would result in the aggregate termination, modification or nonrenewal of any Permit, and, to the knowledge of the Purchaser, it has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has received notice that any Parent Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent has there is no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or as in the aggregate have not had, and would not be reasonably likely to have or result in, in a Material Adverse Effect on Parentthe Purchaser. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or thereof as in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parentthe Purchaser. (d) This Section 4.10 does not relate The Purchaser is purchasing the Shares, the Warrants and the Warrant Shares solely for investment, with no intention to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are resell such securities in contravention of the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters (which are the subject of Section 4.17)Securities Act.

Litigation; Compliance with Law. Except as disclosed on Schedule 4.9 and with respect to the Business: (a) Except as disclosed the Seller is not engaged in the Specified Parent SEC Documents, (i) there is no Litigation pending or a party to or, to the knowledge of Parentthe Seller, threatened with any legal action, investigation, charge or other proceeding, at law or in writing againstequity or otherwise, relating to whether or naming as not before any court or Governmental Authority and whether by a party thereto Parent private or public party, any adverse determination of which would adversely affect the Seller or the Purchaser, the Purchaser's ownership or possession of any of the Purchased Assets or its Subsidiaries, rights under any of their respective properties or assets or any of Parent’s officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parent, any of its Subsidiaries or any of Parent’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has hadAssumed Liabilities, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent or any the operation of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its Subsidiaries. the Business; (b) Each of Parent and its Subsidiaries has complied, and is in compliance, in all material respects with all Laws and Permits which affect neither the respective businesses of Parent or Seller nor any of its Subsidiaries, the Parent Real Property and/or officers of the Parent Assets, and Parent and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Permit; nor has any notice, charge, claim or action Business has been received by Parent or any of its Subsidiaries or been filedcharged or, commenced, or to the knowledge of Parentthe Seller, threatened against Parent at any time during the last three years with any violation of, has received any written notice or warning from any Governmental Authority with respect to any failure or alleged failure to comply with, or is under investigation with respect to, any provision of Law, any adverse determination of which would adversely affect the ownership or possession by the Seller or the Purchaser of any of its Subsidiaries alleging the Purchased Assets or the Purchaser's rights under any violation of the foregoing. Assumed Liabilities, or the operation of the Business; (c) Parent and its Subsidiaries hold all Permits necessary for to the ownership, leasing, operation, occupancy and use knowledge of the Parent Real PropertySeller, the Parent Assets and Seller is not currently or has been during the conduct last two years in material violation of their respective businesses as currently conducted any Law or Order applicable to it; (“Parent Permits”), except where d) neither the failure to hold such Parent Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent Seller nor any of its Subsidiaries the officers of the Business is a party to or subject to any Order entered in any lawsuit or proceeding brought by any Governmental Authority or by any person, firm, corporation or other entity against the Seller relating to the operation of the Business; (e) the Seller has received notice that any Parent Permit will be terminated or modified or cannot be renewed in obtained all material permits, licenses, authorizations and other approvals of all Governmental Authorities required for the ordinary course of businessBusiness, and Parent has no knowledge all are valid and in full force and effect; and (f) the Seller is not in breach of any reasonable basis for any such termination, modification agreement with a federally chartered or nonrenewal, in each case except for any such terminations, modifications insured bank or nonrenewals that individually or in other lending institution relating to the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on ParentBusiness. (d) This Section 4.10 does not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters (which are the subject of Section 4.17).

Litigation; Compliance with Law. (a) Except as expressly disclosed in IGS’s Annual Report for the Specified Parent SEC Documentsfiscal year ended June 30, 2012 or as disclosed in Section 5.8 of IGS Disclosure Letter, as of the Signing Date, (i) there is no Litigation Action pending or, to the knowledge of ParentIGS’s Knowledge, threatened in writing againstThreatened against any IGS Entity, relating to any IGS Entity’s properties or naming as a party thereto Parent assets, or any of its SubsidiariesIGS Entity’s officers, any of their respective properties directors, or assets or any of Parent’s officers or directors managers (in their capacities as such), (ii) there is no agreementAction pending or, orderto IGS’s Knowledge, judgmentThreatened that seeks to restrain, decreeenjoin, injunction alter, or award delay the consummation of any Governmental Entity against and/or binding upon Parent, any of its Subsidiaries the Merger or any of Parentthe Transactions, (iii) there are no Orders against or binding upon any IGS Entity or any IGS Entity’s officers officers, directors, or directors managers (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iiiiv) there is no Litigation Action that Parent or any of its Subsidiaries IGS Entity has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its SubsidiariesPersons. (b) Each As of Parent and its Subsidiaries has compliedthe Signing Date, and no IGS Entity is in compliance, in all material respects with all Laws and Permits which affect violation of any applicable Law or Permit relating to its business or the respective businesses ownership or operation of Parent or any of its Subsidiaries, the Parent Real Property and/or the Parent Assetsassets, and Parent and its Subsidiaries no notices, charges, claims, or actions have not been and are not in violation in any material respect of any such Law or Permit; nor has any notice, charge, claim or action has been received by Parent or any of its Subsidiaries IGS Entity or been filed, commenced, or to the knowledge of ParentIGS’s Knowledge, threatened Threatened against Parent or any of its Subsidiaries IGS Entity alleging any material violation of the foregoingsuch Laws or Permits. (c) Parent and its Subsidiaries hold Each IGS Entity holds all Permits necessary for the ownership, leasing, operation, occupancy occupancy, and use of the Parent Real Propertyreal property that such IGS Entity owns or leases, the Parent Assets such IGS Entity’s assets, and the conduct of their respective businesses such IGS Entity business as currently conducted (collectively, “Parent IGS Permits”), except where the failure to hold such Parent Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries No IGS Entity has received notice that any Parent IGS Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The execution, delivery delivery, and performance of this Agreement hereof and the consummation of the Merger or any other transactions contemplated hereby Transactions do not and will not violate any Parent material IGS Permit, or result in any termination, modification modification, or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (d) This Section 4.10 does not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters (which are the subject of Section 4.17).

Litigation; Compliance with Law. (a) Except as disclosed in the Specified Parent SEC Documents, (i) there is no Litigation pending or, to the knowledge of Parent, threatened in writing against, relating to or naming as a party thereto Parent or any of its Subsidiaries, any of their respective properties or assets or any of Parent’s 's officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon Parent, any of its Subsidiaries or any of Parent’s 's officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent or any of its Subsidiaries. (b) Each of Parent and its Subsidiaries has complied, and is in compliance, in all material respects with all Laws and Permits which affect the respective businesses of Parent or any of its Subsidiaries, the Parent Real Property and/or the Parent Assets, and Parent and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Permit; nor has any notice, charge, claim or action has been received by Parent or any of its Subsidiaries or been filed, commenced, or to the knowledge of Parent, threatened against Parent or any of its Subsidiaries alleging any violation of the foregoing. (c) Parent and its Subsidiaries hold all Permits necessary for the ownership, leasing, operation, occupancy and use of the Parent Real Property, the Parent Assets and the conduct of their respective businesses as currently conducted (“"Parent Permits”"), except where the failure to hold such Parent Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has received notice that any Parent Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. (d) This Section 4.10 does not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), (iii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters (which are the subject of Section 4.17).

Litigation; Compliance with Law. (a) Except as disclosed for such Litigation expressly set forth in the Specified Parent Eternal SEC DocumentsDocuments filed and publicly available prior to the date of this Agreement or that individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Eternal, (i) there is no Litigation pending or, to the knowledge of ParentEternal, threatened in writing against, relating to or naming as a party thereto Parent or Eternal, any of its Subsidiaries, any of their respective properties or assets or any of ParentEternal’s officers or directors (in their capacities as such), (ii) there is no agreement, order, judgment, decree, injunction or award of any Governmental Entity against and/or binding upon ParentEternal, any of its Subsidiaries or any of ParentEternal’s officers or directors (in their capacities as such) that, in the case of either clause (i) or (ii), individually or in the aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on Parent, and (iii) there is no Litigation that Parent Eternal or any of its Subsidiaries has pending against other parties, where such Litigation is intended to enforce or preserve material rights of Parent Eternal or any of its Subsidiaries. (b) Each Except as individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Eternal, each of Parent Eternal and its Subsidiaries has complied, and is in compliancecompliance with, in all material respects with all Laws and Eternal Permits which that affect the respective businesses of Parent Eternal or any of its Subsidiaries, the Parent Eternal Real Property and/or the Parent Eternal Assets, and Parent Eternal and its Subsidiaries have not been and are not in violation in any material respect of any such Law or Eternal Permit; nor has any notice, charge, claim Claim or action has been received in writing by Parent Eternal or any of its Subsidiaries or been filed, commencedcommenced or, or to the knowledge of ParentEternal, threatened against Parent Eternal or any of its Subsidiaries alleging any violation of the foregoing, except for such violations or allegations of violations as individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Eternal. (c) Parent Without limiting the generality of clause (b) above and mindful of the principles of the United States Foreign Corrupt Practices Act and other similar applicable foreign Laws, neither Eternal nor any of its Subsidiaries, nor, in any such case, any of their respective Representatives, has (i) made, offered or authorized any payment or given or offered anything of value directly or indirectly (including through a friend or family member with personal relationships with government officials) to an official of any government for the purpose of influencing an act or decision in his official capacity or inducing him to use his influence with that government with respect to Eternal or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign Laws, (ii) made, offered or authorized any payment to any Governmental Entity, political party or political candidate for the purpose of influencing any official act or decision, or inducing such Person to use any influence with that government with respect to Eternal or any of its Subsidiaries in violation of the United States Foreign Corrupt Practices Act or other similar applicable foreign Laws or (iii) taken any action that would be reasonably likely to subject Eternal or any of its Subsidiaries to any material liability or penalty under any and all Laws of any Governmental Entity. (d) Eternal and its Subsidiaries hold all Permits licenses, permits, certifications, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of Governmental Entities or other Persons necessary for the ownership, leasing, operation, occupancy and use of the Parent Eternal Real Property, Property and the Parent Eternal Assets and the conduct of their respective businesses as currently conducted (“Parent Eternal Permits”), except where the failure to hold such Parent Eternal Permits individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on ParentEternal. Neither Parent Eternal nor any of its Subsidiaries has received notice that any Parent Eternal Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and Parent Eternal has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, in each case except for any such terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on ParentEternal. The execution, delivery and performance of this Agreement and the consummation of the Merger or any other transactions contemplated hereby do not and will not violate any Parent Eternal Permit, or result in any termination, modification or nonrenewal thereof, except in each case for any such violations, terminations, modifications or nonrenewals that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on ParentEternal. (de) This Section 4.10 4.12 does not relate to matters with respect to (i) Parent Plans, ERISA and other employee benefit matters (which are the subject of Section 4.9), (ii) Tax Laws and other Tax matters (which are the subject of Section 4.13), 4.15) and (iiiii) Environmental Laws and other environmental matters (which are the subject of Section 4.14), and (iv) labor matters (which are the subject of Section 4.174.16).