Common use of No Default; Compliance with Applicable Laws Clause in Contracts

No Default; Compliance with Applicable Laws. (a) The business of the Company and each of its subsidiaries is not being conducted in default or violation of any term, condition or provision of (i) its respective Certificate of Incorporation or By-laws, (ii) any Company Agreement or (iii) any federal, state, local or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concession, grant, franchise, permit or license or other governmental authorization or approval applicable to the Company or any of its subsidiaries, excluding from the foregoing clauses (ii) and (iii), defaults or violations which would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. As of the date of this Agreement, no investigation or review by any Governmental Entity or other entity with respect to the Company or any of its subsidiaries is pending or, to the best knowledge of the Company, threatened, nor has any Governmental Entity or other entity indicated an intention to conduct the same. (b) The Company and each of its subsidiaries possess all certificates, franchises, licenses, permits, authorizations and approvals issued to or granted by Governmental Entities (collectively, "Permits") necessary to conduct their business as such business is currently conducted, except for such Permits, the lack of possession of which would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. (i) All such Permits are validly held by the Company or its subsidiaries, and the Company and each of its subsidiaries have complied in all respects with all terms and conditions thereof, except for such instances where the failure to validly hold such Permits or the failure to have complied with such Permits has not, and is not reasonably expected to have, a material adverse effect on the Company and its subsidiaries, taken as a whole, (ii) none of such Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, other than such Permits, the suspension, modification or nonrenewal of which, in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole and (iii) neither the Company nor any of its subsidiaries has received any written warning, notice, notice of violation or probable violation, survey report, statement of deficiencies, notice of revocation, or other written communication from or on behalf of any Governmental Entity that remains unresolved or which has resulted in any restriction on the permissible operations of the Company or any of its subsidiaries, alleging (A) any violation of any such Permit or of any law, rule or regulation or (B) that the Company or any of its subsidiaries requires any Permit required for its business, as such business is currently conducted, that is not currently held by it, which violation or failure to hold a Permit would have a material adverse effect on the Company and its subsidiaries, taken as a whole.

No Default; Compliance with Applicable Laws. (a) The Except as set forth on Schedule 3.10 hereto, the business of the Company and each of its subsidiaries Subsidiaries is not being conducted in default or violation of any term, condition or provision of (i) its respective Certificate certificates of Incorporation incorporation or Byby-lawslaws or similar organizational documents, (ii) any contract, agreement or commitment, whether oral or written, to which the Company Agreement or any of its Subsidiaries is a party or by which any of them or any of their Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented (x) which has a term ending one year or more from the date of its execution and may not be terminated by the Company in its sole and absolute discretion upon no more than 30 days' notice without penalty or payment in an amount in excess of $1,000, (y) pursuant to which the Company or any Subsidiary expects to or is scheduled to receive (assuming full performance pursuant to the terms thereof) revenue of, or to pay (assuming full performance pursuant to the terms thereof), $200,000 or more during the 12-month period following the date of this Agreement, or (z) which has been or, as of the date of this Agreement, would be required to be, filed as an exhibit to the Company SEC Documents (as defined in Section 3.5) (which contracts, agreements and commitments are collectively referred to herein as the "Significant Contracts") or (iii) any federal, state, local or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concession, grant, franchise, permit or license or other governmental authorization or approval applicable to the Company or any of its subsidiariesSubsidiaries, excluding from the foregoing clauses (ii) and or (iii), ) any defaults or violations which would not, individually or in the aggregate, not have a material adverse effect on the Company and its subsidiaries, taken as a whole. As of the date of this Agreement, no investigation or review by any Governmental Entity or other entity with respect to the Company or any of its subsidiaries is pending or, to the best knowledge of the Company, threatened, nor has any Governmental Entity or other entity indicated an intention to conduct the same. (b) The Company and each of its subsidiaries possess all certificates, franchises, licenses, permits, authorizations and approvals issued to or granted by Governmental Entities (collectively, "Permits") necessary to conduct their business as such business is currently conducted, except for such Permits, the lack of possession of which would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. (i) All such Permits are validly held by the Company or its subsidiaries, and the Company and each of its subsidiaries have complied in all respects with all terms and conditions thereof, except for such instances where the failure to validly hold such Permits or the failure to have complied with such Permits has not, and is not reasonably expected to have, a material adverse effect on the Company and its subsidiariesSubsidiaries, taken as a whole, (ii) none of such Permits will be subject to suspension, modification, revocation or nonrenewal which become applicable solely as a result of the execution and delivery business or activities in which Parent or Purchaser is or proposes to be engaged or as a result of this Agreement any acts or omissions by, or the consummation of the Transactions, other than such Permits, the suspension, modification or nonrenewal of which, in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole and (iii) neither the Company nor any of its subsidiaries has received any written warning, notice, notice of violation or probable violation, survey report, statement of deficiencies, notice of revocation, or other written communication from or on behalf status of any Governmental Entity that remains unresolved facts pertaining to, Parent or which has resulted in any restriction on the permissible operations of the Company or any of its subsidiaries, alleging (A) any violation of any such Permit or of any law, rule or regulation or (B) that the Company or any of its subsidiaries requires any Permit required for its business, as such business is currently conducted, that is not currently held by it, which violation or failure to hold a Permit would have a material adverse effect on the Company and its subsidiaries, taken as a wholePurchaser.

No Default; Compliance with Applicable Laws. (a) The Except as disclosed in Section 3.10 of the Company's Disclosure Schedule, the business of the Company and each of its subsidiaries is not being conducted in default or violation of any term, condition or provision of (i) its respective Certificate of Incorporation or By-laws, (ii) any Company Agreement or (iii) any federal, state, local or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concession, grant, franchise, permit or license or other governmental authorization or approval applicable to the Company or any of its subsidiaries, excluding from the foregoing clauses (ii) and (iii), defaults or violations which would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. As Except as disclosed in Section 3.10 of the Company's Disclosure Schedule, as of the date of this Agreement, no investigation or review by any Governmental Entity or other entity with respect to the Company or any of its subsidiaries is pending or, to the best knowledge of the Company, threatened, nor has any Governmental Entity or other entity indicated an intention to conduct the same. (b) The Except as set forth in Section 3.10 of the Company Disclosure Schedule, the Company and each of its subsidiaries possess all certificates, franchises, licenses, permits, authorizations and approvals issued to or granted by Governmental Entities (collectively, "PermitsPERMITS") necessary to conduct their business as such business is currently conductedconducted (including certifications for participation or enrollment in the Medicare and Medicaid programs for each of the nursing and subacute care facilities owned or operated by the Company and/or any of its subsidiaries ("COMPANY NURSING FACILITIES"), and current and valid provider contracts with the Medicare and Medicaid programs for each Company Nursing Facility), except for such Permits, the lack of possession of which would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. . Except as set forth in Section 3.10 of the Company Disclosure Schedule, (i) All all such Permits are validly held by the Company or its subsidiaries, and the Company and each of its subsidiaries have complied in all respects re- spects with all terms and conditions thereofthereof (and in particular, the Company Nursing Facilities are in substantial compliance with the terms and conditions of participation of the Medicare and Medicaid programs), except for such instances where the failure to validly hold such Permits or the failure to have complied with such Permits has not, and is not reasonably expected to have, a material adverse effect on the Company and its subsidiaries, taken as a whole, (ii) none of such Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, other than such Permits, the suspension, modification or nonrenewal of which, in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole and (iii) neither the Company nor any of its subsidiaries has received any written warning, notice, notice of violation or probable violation, survey report, statement of deficiencies, notice of revocation, or other written communication from or on behalf of any Governmental Entity that remains unresolved or which has resulted in any restriction on the permissible operations of the Company or any of its subsidiaries, alleging (A) any violation of any such Permit or of any law, rule rule, regulation or regulation provider agreement or (B) that the Company or any of its subsidiaries requires any Permit required for its business, as such business is currently conducted, that is not currently held by it, which violation or failure to hold a Permit would have a material adverse effect on the Company and its subsidiaries, taken as a whole.. The Company has delivered to Parent true and complete copies of the most recent survey reports, statements of deficiencies and plans of correction filed with any Governmental Entity with respect to the operations of any Company Nursing Facility. The Company and each of its subsidiaries have filed all required cost reports with respect to Medicaid and Medicare. The Company has delivered to Parent all such cost reports, audits and schedules prepared or issued by, or filed with, any Governmental Entity or private payor with respect to the operations of each Company Nursing Facility for the last twelve (12) months and each such report is complete and accurate in all material respects. Section 3.10 of the Company Disclosure Schedule sets forth the status of any open cost reporting periods, pending reimbursement appeals, and reimbursement payment rates for the last

No Default; Compliance with Applicable Laws. (a) The Except as disclosed in Section 3.10 of the Company's Disclosure Schedule, the business of the Company and each of its subsidiaries is not being conducted in default or violation of any term, condition or provision of (i) its respective Certificate of Incorporation or By-laws, (ii) any Company Agreement or (iii) any federal, state, local or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concession, grant, franchise, permit or license or other governmental authorization or approval applicable to the Company or any of its subsidiaries, excluding from the foregoing clauses (ii) and (iii), defaults or violations which would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. As Except as disclosed in Section 3.10 of the Company's Disclosure Schedule, as of the date of this Agreement, no investigation or review by any Governmental Entity or other entity with respect to the Company or any of its subsidiaries is pending or, to the best knowledge of the Company, threatened, nor has any Governmental Entity or other entity indicated an intention to conduct the same. (b) The Except as set forth in Section 3.10 of the Company Disclosure Schedule, the Company and each of its subsidiaries possess all certificates, franchises, licenses, permits, authorizations and approvals issued to or granted by Governmental Entities (collectively, "Permits") necessary to conduct their business as such business is currently conductedconducted (including certifications for participation or enrollment in the Medicare and Medicaid programs for each of the nursing and subacute care facilities owned or operated by the Company and/or any of its subsidiaries ("Company Nursing Facilities"), and current and valid provider contracts with the Medicare and Medicaid programs for each Company Nursing Facility), except for such Permits, the lack of possession of which would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. . Except as set forth in Section 3.10 of the Compa- ny Disclosure Schedule, (i) All all such Permits are validly held by the Company or its subsidiaries, and the Company and each of its subsidiaries have complied in all respects with all terms and conditions thereofthereof (and in particular, the Company Nursing Facilities are in substantial compliance with the terms and conditions of participation of the Medicare and Medicaid programs), except for such instances where the failure to validly hold such Permits or the failure to have complied with such Permits has not, and is not reasonably expected to have, a material adverse effect on the Company and its subsidiaries, taken as a whole, (ii) none of such Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, other than such Permits, the suspension, modification or nonrenewal of which, in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole and (iii) neither the Company nor any of its subsidiaries has received any written warning, notice, notice of violation or probable violation, survey report, statement of deficiencies, notice of revocation, or other written communication from or on behalf of any Governmental Entity that remains unresolved or which has resulted in any restriction on the permissible operations of the Company or any of its subsidiaries, alleging (A) any violation of any such Permit or of any law, rule rule, regulation or regulation provider agreement or (B) that the Company or any of its subsidiaries requires any Permit required for its business, as such business is currently conducted, that is not currently held by it, which violation or failure to hold a Permit would have a material adverse effect on the Company and its subsidiaries, taken as a whole. The Company has delivered to Parent true and complete copies of the most recent survey reports, statements of deficiencies and plans of correction filed with any Governmental Entity with respect to the operations of any Company Nursing Facility. The Company and each of its subsidiaries have filed all required cost reports with respect to Medicaid and Medicare. The Company has delivered to Parent all such cost reports, audits and schedules prepared or issued by, or filed with, any Governmental Entity or private payor with respect to the operations of each Company Nursing Facility for the last twelve (12) months and each such report is complete and accurate in all material respects. Section 3.10 of the 24 30 Company Disclosure Schedule sets forth the status of any open cost reporting periods, pending reimbursement appeals, and reimbursement payment rates for the last twelve (12) months with respect to any Governmental Entity or other third party payor. There is no outstanding claim, and the Company does not know of any basis for any claims against the Company or any of its subsidiaries by any third party payors. Neither the Company, nor any of its subsidiaries, have received any notices that Medicare or Medicaid has any claim or claims against any of them which could result in consolidated net offsets against future reimbursements in excess of that provided for in the consolidated financial statements of the Company. Neither the Company, nor any of its subsidiaries, nor, to the best knowledge of the Company or its subsidiaries, any person who provides professional services for or on behalf of the Company and/or any of its subsidiaries, has engaged in any activities which are prohibited under federal Medicare or federal and state Medicaid statutes, as amended, or the regulations promulgated pursuant thereto, or related state or local statutes or regulations, and, to the knowledge of the Company, no investigations or other adverse actions are being taken by Medicare and/or Medicaid, and all schedules and/or reports have been filed with Medicare and Medicaid.

No Default; Compliance with Applicable Laws. (a) The business of the Company and each of its subsidiaries Pyramid is not being conducted in default or violation of any term, condition or provision of of: (i) its respective Certificate articles of Incorporation incorporation or Byby-laws, ; (ii) any Company Agreement contract, agreement, note, loan, evidence of indebtedness, or other instrument or agreement to which it is a party or by which it is bound; (iii) any federal, state, local or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concessionarbitration award, grant, franchise, permit or license or other governmental authorization or approval Required Permit (as hereinafter defined) applicable to Pyramid including, without limitation, laws, rules and regulations relating to the Company environment, occupational health and safety, employee benefits, wages, workplace safety, equal employment opportunity and race, religious or any of its subsidiariessex discrimination, excluding from the foregoing clauses (ii) and (iii), defaults or violations which would notcould not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken Pyramid Material Adverse Effect. Except as a whole. As set forth in Section 2.11(a) of the date of this AgreementDisclosure Schedule, no investigation or review by Pyramid has not received any written notice from any Governmental Entity or other entity with respect to the Company or alleging any of its subsidiaries is pending or, to the best knowledge violation of the Companytype described in clause (iii) above or directing Pyramid to take any remedial action, threatenedin any case which has not been settled or otherwise finally resolved or which could reasonably be expected to have, nor has any Governmental Entity individually or other entity indicated an intention to conduct in the sameaggregate, a Pyramid Material Adverse Effect. (b) The Company and each of its subsidiaries possess Pyramid owns or validly holds all certificateslicenses, franchises, licenses, permits, authorizations approvals, authorizations, exemptions, classifications, certificates, registrations and approvals issued to similar documents or granted by Governmental Entities (collectively, "Permits") necessary to conduct their instruments that are required for its business as such business is currently conductedand operations, except for such Permits, those the lack of possession failure of which would to have has not had or could not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. (i) All such Permits are validly held by the Company or its subsidiaries, and the Company and each of its subsidiaries have complied in all respects with all terms and conditions thereof, except for such instances where the failure to validly hold such Permits or the failure to have complied with such Permits has not, and is not reasonably expected to have, a material adverse effect on the Company and its subsidiaries, taken as a whole, (ii) none of such Permits will be subject to suspension, modification, revocation individually or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, other than such Permits, the suspension, modification or nonrenewal of which, in the aggregate, have not had a Pyramid Material Adverse Effect (the "Required Permits"). The Required Permits are valid and would not in full force and effect and, except as disclosed in Section 2.11(b) of the Xxxxxxxxxx Xxxxxxxx, xxxx of Seller, Parent or Pyramid has received any notice of any inquiry or proceeding that could reasonably be expected to have a result in the suspension, revocation or material adverse effect on the Company and its subsidiaries, taken as a whole and (iii) neither the Company nor any of its subsidiaries has received any written warning, notice, notice of violation or probable violation, survey report, statement of deficiencies, notice of revocation, or other written communication from or on behalf of any Governmental Entity that remains unresolved or which has resulted in any restriction on the permissible operations of the Company or any of its subsidiaries, alleging (A) any violation limitation of any such Permit or of any law, rule or regulation or (B) that the Company or any of its subsidiaries requires any Permit required for its business, as such business is currently conducted, that permit. Pyramid is not currently held the subject of any supervision, conservation, rehabilitation, liquidation, receivership, insolvency or other similar proceeding nor, other than as described in Section 2.11(b) of the Disclosure Schedule, nor is it operating under any agreement or understanding with the licensing authority of any State which materially restricts its authority to do business as presently contemplated. (c) Section 2.11(c) of the Disclosure Schedule lists all active licenses (including, without limitation, licenses and Certificates of Authority from insurance regulatory authorities), permits or authorizations to transact the business of insurance (the "Certificates of Authority," and each a "Certificate of Authority"), and sets forth the lines of insurance which are permitted to be written with respect to each such Certificate of Authority. Except as otherwise described in Section 2.11(c) of the Disclosure Schedule, no Certificate of Authority identified in such Schedule has been revoked, restricted, suspended, limited or modified nor is any Certificate of Authority the subject of, nor to the knowledge of Seller, Parent or Pyramid is there a reasonable basis for, a proceeding for revocation, restriction, suspension, limitation or modification, nor, to the knowledge of Seller, Parent or Pyramid, has any such proceeding been threatened by itany licensing authority, nor is Pyramid operating under any formal or informal agreement or understanding with any insurance regulatory authority which violation restricts its authority to do business or failure to hold a Permit would have a material adverse effect on take, or refrain from taking, any action. (d) Pyramid has previously delivered or made available to Purchaser true and complete copies of the Company reports (or the most recent draft thereof, to the extent any final report is not available) reflecting the results of the two most recent financial examinations of Pyramid and its subsidiariesmarket conduct examinations issued since January 1, 2000 of Pyramid by any insurance regulator. Pyramid has taken as a wholesteps believed by Seller to be reasonable to respond to the issues raised in such examinations.

No Default; Compliance with Applicable Laws. (a) The Except as disclosed in Section 3.9 of the Company Disclosure Schedule, the business of the Company and each of its subsidiaries is not being conducted in default or violation of any term, condition or provision of (i) its respective Certificate of Incorporation or By-lawsbylaws, (ii) any agreement to which the Company Agreement or its subsidiaries is a party or (iii) any federal, state, local or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concession, grant, franchise, permit or license or other governmental authorization or approval applicable to the Company or any of its subsidiaries, excluding from the foregoing clauses (ii) and (iii), defaults or violations which would could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Company Material Adverse Effect. Section 3.9 of the Company Disclosure Schedule sets forth a true, complete and accurate description of all reports delivered to the Company or its subsidiariescounsel or agents with respect to the Company or any of the Company's subsidiaries made by federal, state and local governmental agencies or authorities for the past five years, together with a description of all recommendations of actions taken by, submission of information to, fines and penalties imposed by, all such governmental agencies and authorities. Except as a whole. As disclosed in Section 3.9 of the Company Disclosure Schedule, as of the date of this Agreement, no investigation or review by any Governmental Entity or other entity with respect to the Company or any of its subsidiaries is pending or, to the best knowledge of the Company, threatened, nor has any Governmental Entity or other entity indicated an intention to conduct the same. (b) The . Each of the Company and each of its subsidiaries possess has in effect all Federal, state, local and foreign governmental approvals, authorizations, certificates, filings, franchises, licenses, permitsnotices, authorizations permits and approvals issued to or granted by Governmental Entities rights (collectively, "Company Permits") necessary for it to conduct their own, lease or operate its properties and assets and to carry on its business as now conducted, and there has occurred no default under any such business is currently conductedCompany Permit, except for such Permitsthe absence of Company Permits and for defaults under Company Permits which absence or defaults, individually or in the lack of possession of which would aggregate, could not reasonably be expected to have a material adverse effect on the Company Material Adverse Effect. The Company has timely filed all forms, reports, statements and its subsidiaries, taken as a whole. (i) All such Permits are validly held other documents required to be filed by the Company or its subsidiarieswith any Governmental Entities other than the SEC, and including, without limitation, health regulatory authorities (collectively, "Company Reports") except to the Company and each of its subsidiaries have complied in all respects with all terms and conditions thereof, except for such instances where the extent that any failure to validly hold file such Permits or the failure to have complied with such Permits Company Reports has not, not and is will not reasonably expected to have, result in a material adverse effect on the Company and its subsidiaries, taken Material Adverse Effect. Except as a whole, (ii) none of such Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, other than such Permits, the suspension, modification or nonrenewal of which, set forth in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole and (iii) neither the Company nor any of its subsidiaries has received any written warning, notice, notice of violation or probable violation, survey report, statement of deficiencies, notice of revocation, or other written communication from or on behalf of any Governmental Entity that remains unresolved or which has resulted in any restriction on the permissible operations Section 3.9 of the Company or any of its subsidiariesDisclosure Schedule, alleging (A) any violation of any such Permit or of any law, rule or regulation or (B) that the Company or any Reports were prepared in all material respects in accordance with the requirements of its subsidiaries requires any Permit required for its business, as such business is currently conducted, that is not currently held by it, which violation or failure to hold a Permit would have a material adverse effect on the Company and its subsidiaries, taken as a wholeapplicable law.

No Default; Compliance with Applicable Laws. (a) The business Except as set forth in SECTION 2.12 of the Company and each of its subsidiaries Disclosure Schedule, HSI is not being conducted not, nor has Seller or HSI received written notice or any similar communication alleging that HSI may be, in default or violation of any term, condition or provision of (i) its respective Certificate articles of Incorporation incorporation or By-laws, bylaws; (ii) any Company Agreement of the Material Agreements (as defined in SECTION 2.16(a)); or (iii) any federal, state, local or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concessionarbitration award or material licenses, grantpermits, franchiseconsents, permit or license or other governmental authorization or approval approvals and authorizations of a Government Entity (collectively "PERMITS") applicable to HSI including, without limitation, laws, rules and regulations relating to the Company environment, managed care and insurance, occupational health and safety, employee benefits, wages, workplace safety, equal employment opportunity, and race, religious or any of its subsidiariessex discrimination, excluding from the foregoing clauses (ii) and (iii), ) defaults or violations which would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken become applicable as a whole. As result of the date business or activities in which Purchaser is or proposes to be engaged and in which HSI is not currently engaged or as a result of this Agreementany acts or omissions by, no investigation or review by the status of any Governmental Entity facts pertaining primarily to, Purchaser or other entity its agents. Neither Seller nor HSI has received any written notice since December 12, 1997 from any federal or state regulatory authority alleging any violation described in clause (iii) or directing Seller or HSI to take any remedial action in regard to HSI with respect to the Company such law, ordinance or regulation, except for any of its subsidiaries is pending or, to the best knowledge such notices where HSI and Seller have conclusively resolved and settled all of the Companyissues raised by such notice with the Person issuing the notice, threatenedHSI and Seller have paid any liability, nor has fine or assessment resulting from such resolution or settlement and no additional action is required by Seller or HSI with respect to any Governmental Entity or other entity indicated an intention to conduct the sameitems arising from such notice. (b) The Company and each of its subsidiaries possess HSI has all certificates, franchises, licenses, permits, authorizations and approvals issued to or granted by Governmental Entities (collectively, "Permits") Permits necessary to conduct their its business as such business in the manner and in the areas in which it is currently presently being conducted, except for such Permits, the lack of possession of which would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. (i) All all such Permits are validly held by the Company or its subsidiaries, valid and the Company in full force and each of its subsidiaries have complied in all respects with all terms and conditions thereof, except for such instances where the failure to validly hold such Permits or the failure to have complied with such Permits has not, and is not reasonably expected to have, a material adverse effect on the Company and its subsidiaries, taken as a whole, (ii) none of such Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, other than such Permits, the suspension, modification or nonrenewal of which, in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole and (iii) neither the Company nor any of its subsidiaries has received any written warning, notice, notice of violation or probable violation, survey report, statement of deficiencies, notice of revocation, or other written communication from or on behalf of any Governmental Entity that remains unresolved or which has resulted in any restriction on the permissible operations of the Company or any of its subsidiaries, alleging (A) any violation of any such Permit or of any law, rule or regulation or (B) that the Company or any of its subsidiaries requires any Permit required for its business, as such business is currently conducted, that is not currently held by it, which violation or failure to hold a Permit would have a material adverse effect on the Company and its subsidiaries, taken as a wholeeffect.

No Default; Compliance with Applicable Laws. (a) The business Except as disclosed in Section 2.11(a) of the Company and each Disclosure Schedule, none of its subsidiaries the Seller Subsidiaries is not being conducted in default or violation of any term, condition or provision of (i) its respective Certificate articles or certificates of Incorporation incorporation, bylaws or By-lawssimilar organizational documents, (ii) any Company Agreement of the Material Agreements (as hereinafter defined) or (iii) any federal, state, local or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concessionarbitration award, grantor licenses, franchisepermits, permit or license or other governmental authorization or approval consents, approvals and authorizations of any Governmental Entity ("PERMITS") applicable to any Seller Subsidiary including, without limitation, laws, rules and regulations relating to the Company or environment, occupational health and safety, employee benefits, wages, workplace safety, equal employment opportunity and any of its subsidiariesunlawful discrimination, excluding from the foregoing clauses (ii) and (iii), defaults or violations which would not, individually or in the aggregate, not have a material adverse effect on the Company and its subsidiaries, taken Seller Material Adverse Effect or which become applicable as a whole. As result of the date business or activities in which Purchaser is or proposes to be engaged or as a result of this Agreementany acts or omissions by, no investigation or review by the status of any facts pertaining to, Purchaser. Except as set forth on Disclosure Schedule 2.11(a) hereto, neither Seller nor any Seller Subsidiary has received any written notice since January 1, 1996 from any Governmental Entity alleging any violation described in clause (iii) or other entity directing Seller or any Seller Subsidiary to take any remedial action with respect to the Company such law, ordinance or any of its subsidiaries is pending or, to the best knowledge of the Company, threatened, nor has any Governmental Entity or other entity indicated an intention to conduct the sameregulation which in each case would have a Seller Material Adverse Effect. (b) The Company and Each Insurance Subsidiary has been duly authorized by the relevant state insurance regulatory authorities to issue the insurance contracts that it is currently writing in the respective states in which it conducts its business, with such authority listed state by state for each Insurance Subsidiary in Section 2.11(b) of its subsidiaries possess the Disclosure Schedule. Each Insurance Subsidiary has all certificates, franchises, licenses, permits, authorizations and approvals issued to or granted by Governmental Entities (collectively, "Permits") other material Permits necessary to conduct their its business as in the manner and in the areas in which it is presently being conducted by such business is currently conductedInsurance Subsidiary, except for and all such Permits, the lack of possession of which would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. (i) All such Permits are validly held by the Company or its subsidiaries, valid and the Company in full force and each of its subsidiaries have complied in all respects with all terms and conditions thereof, except for such instances where the failure to validly hold such Permits or the failure to have complied with such Permits has not, and is not reasonably expected to have, a material adverse effect on the Company and its subsidiaries, taken as a whole, (ii) none of such Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, other than such Permits, the suspension, modification or nonrenewal of which, in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole and (iii) neither the Company nor any of its subsidiaries has received any written warning, notice, notice of violation or probable violation, survey report, statement of deficiencies, notice of revocation, or other written communication from or on behalf of any Governmental Entity that remains unresolved or which has resulted in any restriction on the permissible operations of the Company or any of its subsidiaries, alleging (A) any violation of any such Permit or of any law, rule or regulation or (B) that the Company or any of its subsidiaries requires any Permit required for its business, as such business is currently conducted, that is not currently held by it, which violation or failure to hold a Permit would have a material adverse effect on the Company and its subsidiaries, taken as a wholeeffect.

No Default; Compliance with Applicable Laws. (a) The business of the Company and each of its subsidiaries Pyramid is not being conducted in default or violation of any term, condition or provision of of: (i) its respective Certificate articles of Incorporation incorporation or Byby-laws, ; (ii) any Company Agreement contract, agreement, note, loan, evidence of indebtedness, or other instrument or agreement to which it is a party or by which it is bound; (iii) any federal, state, local or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concessionarbitration award, grant, franchise, permit or license or other governmental authorization or approval Required Permit (as hereinafter defined) applicable to Pyramid including, without limitation, laws, rules and regulations relating to the Company environment, occupational health and safety, employee benefits, wages, workplace safety, equal employment opportunity and race, religious or any of its subsidiariessex discrimination, excluding from the foregoing clauses (ii) and (iii), defaults or violations which would notcould not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken Pyramid Material Adverse Effect. Except as a whole. As set forth in Section 2.11(a) of the date of this AgreementDisclosure Schedule, no investigation or review by Pyramid has not received any written notice from any Governmental Entity or other entity with respect to the Company or alleging any of its subsidiaries is pending or, to the best knowledge violation of the Companytype described in clause (iii) above or directing Pyramid to take any remedial action, threatenedin any case which has not been settled or otherwise finally resolved or which could reasonably be expected to have, nor has any Governmental Entity individually or other entity indicated an intention to conduct in the sameaggregate, a Pyramid Material Adverse Effect. (b) The Company and each of its subsidiaries possess Pyramid owns or validly holds all certificateslicenses, franchises, licenses, permits, authorizations approvals, authorizations, exemptions, classifications, certificates, registrations and approvals issued to similar documents or granted by Governmental Entities (collectively, "Permits") necessary to conduct their instruments that are required for its business as such business is currently conductedand operations, except for such Permits, those the lack of possession failure of which would to have has not had or could not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. (i) All such Permits are validly held by the Company or its subsidiaries, and the Company and each of its subsidiaries have complied in all respects with all terms and conditions thereof, except for such instances where the failure to validly hold such Permits or the failure to have complied with such Permits has not, and is not reasonably expected to have, a material adverse effect on the Company and its subsidiaries, taken as a whole, (ii) none of such Permits will be subject to suspension, modification, revocation individually or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, other than such Permits, the suspension, modification or nonrenewal of which, in the aggregate, have not had a Pyramid Material Adverse Effect (the "Required Permits"). The Required Permits are valid and would not in full force and effect and, except as disclosed in Section 2.11(b) of the Disclosure Schedule, none of Seller, Parent or Pyramid has received any notice of any inquiry or proceeding that could reasonably be expected to have a result in the suspension, revocation or material adverse effect on the Company and its subsidiaries, taken as a whole and (iii) neither the Company nor any of its subsidiaries has received any written warning, notice, notice of violation or probable violation, survey report, statement of deficiencies, notice of revocation, or other written communication from or on behalf of any Governmental Entity that remains unresolved or which has resulted in any restriction on the permissible operations of the Company or any of its subsidiaries, alleging (A) any violation limitation of any such Permit or of any law, rule or regulation or (B) that the Company or any of its subsidiaries requires any Permit required for its business, as such business is currently conducted, that permit. Pyramid is not currently held the subject of any supervision, conservation, rehabilitation, liquidation, receivership, insolvency or other similar proceeding nor, other than as described in Section 2.11(b) of the Disclosure Schedule, nor is it operating under any agreement or understanding with the licensing authority of any State which materially restricts its authority to do business as presently contemplated. (c) Section 2.11(c) of the Disclosure Schedule lists all active licenses (including, without limitation, licenses and Certificates of Authority from insurance regulatory authorities), permits or authorizations to transact the business of insurance (the "Certificates of Authority," and each a "Certificate of Authority"), and sets forth the lines of insurance which are permitted to be written with respect to each such Certificate of Authority. Except as otherwise described in Section 2.11(c) of the Disclosure Schedule, no Certificate of Authority identified in such Schedule has been revoked, restricted, suspended, limited or modified nor is any Certificate of Authority the subject of, nor to the knowledge of Seller, Parent or Pyramid is there a reasonable basis for, a proceeding for revocation, restriction, suspension, limitation or modification, nor, to the knowledge of Seller, Parent or Pyramid, has any such proceeding been threatened by itany licensing authority, nor is Pyramid operating under any formal or informal agreement or understanding with any insurance regulatory authority which violation restricts its authority to do business or failure to hold a Permit would have a material adverse effect on take, or refrain from taking, any action. (d) Pyramid has previously delivered or made available to Purchaser true and complete copies of the Company reports (or the most recent draft thereof, to the extent any final report is not available) reflecting the results of the two most recent financial examinations of Pyramid and its subsidiariesmarket conduct examinations issued since January 1, 2000 of Pyramid by any insurance regulator. Pyramid has taken as a wholesteps believed by Seller to be reasonable to respond to the issues raised in such examinations.

No Default; Compliance with Applicable Laws. (a) The business Except as disclosed in Section 2.11(a) of the Company and each Disclosure Schedule, none of its subsidiaries the Seller Subsidiaries is not being conducted in default or violation of any term, condition or provision of (i) its respective Certificate articles or certificates of Incorporation incorporation, bylaws or By-lawssimilar organizational documents, (ii) any Company Agreement of the Material Agreements (as hereinafter defined) or (iii) any federal, state, local or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concessionarbitration award, grantor licenses, franchisepermits, permit or license or other governmental authorization or approval consents, approvals and authorizations of any Governmental Entity ("Permits") applicable to any Seller Subsidiary including, without limitation, laws, rules and regulations relating to the Company or environment, occupational health and safety, employee benefits, wages, workplace safety, equal employment opportunity and any of its subsidiariesunlawful discrimination, excluding from the foregoing clauses (ii) and (iii), defaults or violations which would not, individually or in the aggregate, not have a material adverse effect on the Company and its subsidiaries, taken Seller Material Adverse Effect or which become applicable as a whole. As result of the date business or activities in which Purchaser is or proposes to be engaged or as a result of this Agreementany acts or omissions by, no investigation or review by the status of any facts pertaining to, Purchaser. Except as set forth on Disclosure Schedule 2.11(a) hereto, neither Seller nor any Seller Subsidiary has received any written notice since January 1, 1996 from any Governmental Entity alleging any violation described in clause (iii) or other entity directing Seller or any Seller Subsidiary to take any remedial action with respect to the Company such law, ordinance or any of its subsidiaries is pending or, to the best knowledge of the Company, threatened, nor has any Governmental Entity or other entity indicated an intention to conduct the sameregulation which in each case would have a Seller Material Adverse Effect. (b) The Company and Each Insurance Subsidiary has been duly authorized by the relevant state insurance regulatory authorities to issue the insurance contracts that it is currently writing in the respective states in which it conducts its business, with such authority listed state by state for each Insurance Subsidiary in Section 2.11(b) of its subsidiaries possess the Disclosure Schedule. Each Insurance Subsidiary has all certificates, franchises, licenses, permits, authorizations and approvals issued to or granted by Governmental Entities (collectively, "Permits") other material Permits necessary to conduct their its business as in the manner and in the areas in which it is presently being conducted by such business is currently conductedInsurance Subsidiary, except for and all such Permits, the lack of possession of which would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. (i) All such Permits are validly held by the Company or its subsidiaries, valid and the Company in full force and each of its subsidiaries have complied in all respects with all terms and conditions thereof, except for such instances where the failure to validly hold such Permits or the failure to have complied with such Permits has not, and is not reasonably expected to have, a material adverse effect on the Company and its subsidiaries, taken as a whole, (ii) none of such Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, other than such Permits, the suspension, modification or nonrenewal of which, in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole and (iii) neither the Company nor any of its subsidiaries has received any written warning, notice, notice of violation or probable violation, survey report, statement of deficiencies, notice of revocation, or other written communication from or on behalf of any Governmental Entity that remains unresolved or which has resulted in any restriction on the permissible operations of the Company or any of its subsidiaries, alleging (A) any violation of any such Permit or of any law, rule or regulation or (B) that the Company or any of its subsidiaries requires any Permit required for its business, as such business is currently conducted, that is not currently held by it, which violation or failure to hold a Permit would have a material adverse effect on the Company and its subsidiaries, taken as a wholeeffect.

No Default; Compliance with Applicable Laws. (a) The Except as ------------------------------------------- disclosed in Section 3.9 of the Company Disclosure Schedule, the business of the Company and each of its subsidiaries is not being conducted in default or violation of any term, condition or provision of (i) its respective Certificate certificate of Incorporation incorporation or By-lawsbylaws, (ii) any Company Specified Agreement or (iii) any federal, state, local or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concession, grant, franchise, permit or license or other governmental authorization or approval applicable to the Company or any of its subsidiaries, excluding from the foregoing clauses (ii) and (iii), defaults or violations which would could not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on the Company and its subsidiaries, taken as a whole. As Except as disclosed in Section 3.9 of the Company Disclosure Schedule, as of the date of this Agreement, no investigation or review by any Governmental Entity or other entity with respect to the Company or any of its subsidiaries is pending or, to the best knowledge of the Company, threatened, nor has any Governmental Entity or other entity indicated an intention to conduct the same. (b) The . Each of the Company and each of its subsidiaries possess has in effect all Federal, state, local and foreign governmental approvals, authorizations, certificates, filings, franchises, licenses, permitsnotices, authorizations permits and approvals issued to or granted by Governmental Entities rights (collectively, "PermitsPERMITS") necessary for it to conduct their own, lease or operate its properties and assets and to carry on its business as now conducted, and there has occurred no default under any such business is currently conductedPermit, except for such Permitsthe absence of Permits and for defaults under Permits which absence or defaults, individually or in the lack of possession of which would aggregate, could not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company and its subsidiaries, taken as a whole. (i) All such Permits are validly held by the Company or its subsidiaries, and the Company and each of its subsidiaries have complied in all respects with all terms and conditions thereof, except for such instances where the failure to validly hold such Permits or the failure to have complied with such Permits has not, and is not reasonably expected to have, a material adverse effect on the Company and its subsidiaries, taken as a whole, (ii) none of such Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Transactions, other than such Permits, the suspension, modification or nonrenewal of which, in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole and (iii) neither the Company nor any of its subsidiaries has received any written warning, notice, notice of violation or probable violation, survey report, statement of deficiencies, notice of revocation, or other written communication from or on behalf of any Governmental Entity that remains unresolved or which has resulted in any restriction on the permissible operations of the Company or any of its subsidiaries, alleging (A) any violation of any such Permit or of any law, rule or regulation or (B) that the Company or any of its subsidiaries requires any Permit required for its business, as such business is currently conducted, that is not currently held by it, which violation or failure to hold a Permit would have a material adverse effect on the Company and its subsidiaries, taken as a whole.