Common use of No Violation of Law Clause in Contracts

No Violation of Law. Neither the Company nor any of its Subsidiaries is in violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for violations which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Violation of Law. Neither (a) The business and operations of the Company, and the Company nor Insurance Subsidiaries, have been conducted in compliance with all applicable domestic and foreign statutes, regulations and rules regulating the business and products of insurance and reinsurance and all applicable orders and directives of insurance regulatory authorities and market conduct recommendations resulting from market conduct examinations by insurance regulatory authorities (collectively, "Insurance Laws"), except where the failure to so conduct such business and operations is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company or to prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. Notwithstanding the generality of the foregoing, each Company Insurance Subsidiary and its agents (including, to the knowledge of the Responsible Executive Officers, any fronting company or anyone acting as agent in selling insurance products on the Company's or any Company Subsidiary's behalf) have marketed, sold and issued insurance products in compliance in all material respects with all Laws applicable to the business of its Subsidiaries is such Company Insurance Subsidiary and in violation ofthe respective jurisdictions in which such products have been sold, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any in compliance in all material respects with all applicable environmental law, ordinance prohibitions against "redlining" or regulationwithdrawal of business lines. In addition (i) of any governmental or regulatory body or authority, except for violations that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority there is no pending or, to the Company's Knowledgeknowledge of the Responsible Executive Officers, threatenedthreatened charge by any insurance regulatory authority that any of the Company Insurance Subsidiaries has violated, nor has any governmental pending or, to the knowledge of the Responsible Executive Officers, threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations are, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company or to prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; and (ii) none of the Company Insurance Subsidiaries is subject to any agreement, order or decree of any insurance regulatory body authority relating specifically to such Company Insurance Subsidiary (as opposed to insurance companies generally) which are, individually or authority indicated an intention in the aggregate, reasonably likely to conduct have a Material Adverse Effect on the sameCompany or to prevent, other thanmaterially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (b) In addition to Insurance Laws, in each case, those the outcome business and operations of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries have been, and are being, conducted in compliance with all permitsother applicable federal, licensesstate, franchiseslocal or foreign laws, variancesstatutes, exemptionsordinances, rules, regulations and orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted of all Governmental Authorities (collectively, the with Insurance Laws, "Company PermitsLaws"), except for permitswhere such noncompliance, licensesindividually or in the aggregate, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would is not reasonably be expected likely to have a Material Adverse Effect on the Company or to prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. In addition to Insurance Laws: (i) neither the Company nor any Company Subsidiary has been charged with or, to the knowledge of the Responsible Executive Officers is now under investigation with respect to, a violation of any applicable Law of a Governmental Authority or other regulatory body, which violations or penalties are reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. The Effect on the Company and its Subsidiaries are not in violation or to prevent, materially hinder or materially delay the ability of the terms of Company to consummate the transactions contemplated by this Agreement; (ii) neither the Company nor any Company PermitSubsidiary is a party to or bound by any order, except for violations judgment, decree or award of a Governmental Authority or other regulatory body which has or would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company or to prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iii) neither the Company nor any Company Subsidiary is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any resolutions at the request of any Governmental Authority that restricts in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its credit policies, its management or its business (each, a "Regulatory Agreement"), nor has the Company or any of the Company Subsidiaries been advised in writing or, to the knowledge of the Responsible Executive Officers, verbally, since January 1, 1998 by any Governmental Authority that it is considering issuing or requesting any such Regulatory Agreement; and (iv) the Company and the Company Subsidiaries have filed all reports required to be filed with any Governmental Authority on or before the date hereof as to which the failure to file such reports is reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect on the Company or to prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. The Company and the Company Subsidiaries have all permits, certificates, licenses, approvals and other authorizations required in connection with the operation of the business of the Company and the Company Subsidiaries, except for permits, certificates, licenses, approvals and other authorizations the failure of which to have are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company or to prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and except for such permits, certificates, licenses, approvals and other authorizations required to be obtained in connection with the consummation of the transactions contemplated hereby.

No Violation of Law. (a) Neither the Company nor any of its Subsidiaries is is, or since December 31, 2010 has been, in violation of or has been given written or, to its best knowledge, other notice of any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authorityLaw, except for violations that which would not not, individually or in the aggregate, have or reasonably be expected to be material to the Company and its Subsidiaries, taken as have a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect. No investigation or review by any governmental or regulatory body or authority Governmental Entity is pending or, to the best knowledge of the Company's Knowledge, threatenedthreatened against the Company or any of its Subsidiaries involving any of their respective properties or assets or any of their respective officers or directors in their capacities as such, nor to the best knowledge of the Company, has any governmental or regulatory body or authority Governmental Entity indicated an intention to conduct the same, other than, in each case, those the outcome of whichwhich would not, as far as reasonably can be foreseenindividually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Company, since December 31, 2010, no Issuing Bank has been in violation of or has been given written notice of any violation of any Law, which violation would be material reasonably expected to adversely impact, restrict or alter the Company and its Subsidiaries, taken as a whole, or to result in a material liability to operations of the Company or any of its SubsidiariesSubsidiaries as currently conducted in any material respect. The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders exemptions and other governmental authorizations, consents and approvals necessary to conduct their businesses in all material respects as presently conducted (collectively, the "“Company Permits"”), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havenot, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havenot, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect. No suspension or cancellation of any material Company Permit is pending or, to the best knowledge of the Company, threatened which would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The operations of the Company and its Subsidiaries are, and since December 31, 2010 have been, in compliance in all material respects with all material cash management, money transmittal, money service, consumer protection, banking and privacy related Laws applicable to them, including but not limited to the Electronic Funds Transfer Act and all of the applicable rules, regulations, decisions, directives and orders issued by or under the Board of Governors of the Federal Reserve System, the State of Delaware Office of the State Bank Commissioner, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Consumer Financial Protection Bureau and the Federal Trade Commission. All funds loaded or otherwise credited to any Card are deposits for which the Federal Deposit Insurance Corporation provides pass-through insurance coverage. (c) Since December 31, 2010 neither the Company nor any of its Subsidiaries, nor, to the best knowledge of the Company, any director, officer, agent or employee acting on behalf of the Company or any of its Subsidiaries, has (i) made any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment. (i) The Company and its Subsidiaries are, and since December 31, 2010, have been, in material compliance with, and have undertaken a reasonable diligence review with respect to the compliance of each of its cardholders (excluding holders of gift Cards), vendors that have access to cardholder data or cardholder funds, Issuing Banks, and Distributors with, all applicable Laws promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), (ii) none of (A) the Company or any of its Subsidiaries, (B) any director, officer or other Affiliate of the Company or any of its Subsidiaries, or (C) to the best knowledge of the Company, any agent or employee of the Company or any of its Subsidiaries, is currently subject to (or since December 31, 2010 has been subject to) any U.S. sanctions administered by OFAC and (iii) to the best knowledge of the Company, no vendor that has access to cardholder data or cardholder funds of the Company or any of its Subsidiaries, Issuing Bank, or Distributor, is currently subject to (or since December 31, 2010 has been subject to) any U.S. sanctions administered by OFAC. (e) The operations of the Company and its Subsidiaries are, and since December 31, 2010 have been, in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions where the Company and its Subsidiaries conduct business, including but not limited to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”) and any instances of non-compliance have been resolved with the applicable Governmental Entity and no formal action, suit or proceeding by or before any Governmental Entity involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, is threatened.

No Violation of Law. Neither Except as disclosed in the Company Sellers SEC Reports or in the Sellers Disclosure Schedule, neither Seller nor any of its respective Subsidiaries is in violation of, or since June 30has been given notice or been charged with any violation of, 2000 has violated any law, statute, order, rule, regulation, ordinance ordinance, or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that would which, in the aggregate, could not reasonably be expected to be material have a Material Adverse Effect. Except as disclosed in the Sellers SEC Reports or in the Sellers Disclosure Schedule, as of the date of this Agreement, to the Company and its Subsidiariesknowledge of either Seller, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseeneither individually or in the aggregate, would will not reasonably be expected to be material to the Company have a Material Adverse Effect. Each Seller and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its respective Subsidiaries have has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their its businesses as presently conducted (collectively, the "Company PermitsSELLERS PERMITS"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effect. The Company Each Seller and its respective Subsidiaries are is not in violation of the terms of any Company Sellers Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Neither Except as disclosed in the Company SEC Reports or in the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries subsidiaries is in violation of or has been given notice or been charged with any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulationEnvironmental Law) of any governmental or regulatory body or authority, except for violations that would which, in the aggregate, could not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole. Except as disclosed in the Company SEC Reports, or to result in a material liability as of the date of this Agreement, to the Company or any knowledge of its Subsidiaries. No the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other 14 than, in each case, those the outcome of which, as far as reasonably can be foreseen, would will not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiaries, subsidiaries taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of the Company Material Adverse Effectand its subsidiaries, taken as a whole.

No Violation of Law. (a) Neither the Company nor any of its Subsidiaries is in violation of, of or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) been given written notice of any governmental or regulatory body or authority, violation of any Applicable Law except for violations that which would not reasonably be expected to be material have, individually or in the aggregate, a Material Adverse Effect on the Company, and to the Company and its SubsidiariesKnowledge of the Company, taken as a wholeno condition or circumstance exists, that would reasonably be expected to (with or without notice or lapse of time) constitute, or to result in directly or indirectly in, a material liability to violation of any Applicable Law. To the Company or any Knowledge of its Subsidiaries. No the Company, no investigation or review by any governmental or regulatory body or authority Governmental Body is pending or, to the Company's Knowledge, threatenedor Threatened by a Governmental Body, nor has any governmental or regulatory body or authority Governmental Body indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Effect on the Company. (b) The Company and each of its Subsidiaries are not has obtained each Permit (i) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in violation any of its properties (including all real property leased or owned by the Company or its subsidiaries and all buildings and improvements on such property) or (ii) that is required or appropriate for the operation of the terms Company’s or any of its Subsidiaries’ business or the holding of any Company Permitsuch interest, and all of such Permits are in full force and effect, except for violations which where the failure to obtain or have any such Permit would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. (c) To the Knowledge of the Company, (i) there is no pending or Threatened Proceeding that would result in the suspension, termination, revocation, cancellation, limitation or impairment of any such Permit, (ii) no violations have been recorded in respect of any Permit, and (iii) no fines or penalties are due and payable in respect of any Permit or any violation thereof except in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

No Violation of Law. Neither Except as disclosed in Section 3.10 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is in violation of, or since June 30January 1, 2000 2000, has violated violated, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authorityGovernmental Authority, except for violations that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, threatened, nor has any governmental or regulatory body or authority Governmental Authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for violations which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No action, demand, requirement or investigation by any Governmental Authority and no outstanding order, writ, injunction, or decree of any Governmental Authority is pending or, to the Company's Knowledge, threatened, against the Company or any of its Subsidiaries affecting, involving, or relating to its or their business or assets. The Merger, in and of itself, will not cause the revocation or cancellation of any Company Permit.

No Violation of Law. Neither Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries subsidiaries is in violation of or has been given written (or, to the knowledge of the Company's executive officers, oral) notice of any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that which would not reasonably be expected expected, individually or in the aggregate, to be material have a Company Material Adverse Effect. Except as disclosed in the Company SEC Reports filed prior to the Company and its Subsidiariesdate of this Agreement, taken as a whole, or to result in a material liability to the Company or any knowledge of its Subsidiaries. No the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected expected, individually or in the aggregate, to be material to the have a Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect. The Company and its Subsidiaries have all subsidiaries are not in violation of the terms of any permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of delays in filing reports or violations which would not reasonably be expected to haveexpected, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for violations which would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

No Violation of Law. Neither As of the date hereof, neither the Company nor any of its Subsidiaries subsidiaries is in violation of or has been given written notice of any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) or other legal requirement of any governmental or regulatory body or authority, except for violations that which would not reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect. No investigation or review by any governmental or regulatory body or authority is pending as to which the Company has received notice or, to the knowledge of the Company's Knowledge, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, as of the date hereof other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect. The Company and its Subsidiaries subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

No Violation of Law. Neither the The Company nor is not in violation of and has not been given notice or been charged with any of its Subsidiaries is in violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that which, in the aggregate, do not have, and would not reasonably be expected to be material to the Company and its Subsidiarieshave, taken as a whole, or to result in a material liability to adverse effect on the financial condition, operations or prospects of the Company. The Company or has not received any of its Subsidiaries. No written notice that any investigation or review with respect to it by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiarieshave, taken as a whole, or to result in a material liability to adverse effect on the Company financial condition, operations or any prospects of its Subsidiariesthe Company. The Company and its Subsidiaries have has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses its business as presently conducted (collectively, the collectively its "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effectmaterial adverse effect on the financial condition, operations or prospects of the Company. The Company (a) has duly and timely filled all reports and other information required to be filed with any governmental or regulatory authority in connection with its Subsidiaries are Permits, and (b) is not in violation of the terms of any Company Permitof its Permits, except for omissions or delays in filings, reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the financial condition, operations or prospects of the Company. The Company Material Adverse EffectDisclosure Schedule contains a list of Permits.

No Violation of Law. Neither the Company nor any of its Subsidiaries is in violation of or has been given written or, to its best knowledge, other notice of any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authorityGovernmental Entity, except for violations that which would not not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect. To the best knowledge of the Company, (i) no investigation or review by any Governmental Entity is pending or, to the Company and its Subsidiariesbest knowledge of the Company, taken as a whole, or to result in a material liability to threatened against the Company or any of its Subsidiaries. No investigation Subsidiaries or review by any governmental of their respective officers or regulatory body or authority is pending ordirectors, nor to the Company's Knowledge, threatened, nor best knowledge of the Company has any governmental or regulatory body or authority Governmental Entity indicated an intention to conduct the samesame (except for such reviews or investigations that relate to (i) the Merger and the other transactions contemplated by this Agreement that may occur following announcement of this Agreement, other than(ii) the obtaining of Consents or the making of Registrations or (iii) the clearance by the SEC of the Proxy Statement, which in each casecase would not, those individually or in the outcome of whichaggregate, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as have a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect). The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses in all material respects as presently conducted (collectively, the "“Company Permits"”), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. No suspension or cancellation of any material Company Permit is pending or, to the best knowledge of the Company, threatened which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Company, neither the Company nor any of its Subsidiaries has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act.

No Violation of Law. Neither Except as disclosed in the Company ------------------- SEC Reports, neither the Company nor any of its Subsidiaries subsidiaries is or at any time since December 31, 1997, has been in violation of or has been given notice or been charged with any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that would which, in the aggregate, could not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole. Except as disclosed in the Company SEC Reports, or to result in a material liability as of the date of this Agreement, to the Company or any knowledge of its Subsidiaries. No the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would will not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, --------------- exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole.

No Violation of Law. Neither the Company parent nor any of its Subsidiaries subsidiaries is in violation of, or since June 30has been given notice or been charged with any violation of, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that would which, in the aggregate, do not reasonably be expected to be material to have a Parent Material Adverse Effect. As of the Company and its Subsidiariesdate of this Agreement, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledgeknowledge of Parent, is threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would will not reasonably be expected to be material to the Company have a Parent Material Adverse Effect. Parent and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Parent Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Parent Material Adverse Effect. The Company Parent and its Subsidiaries subsidiaries (a) have duly and currently filed all reports and other information required to be filed with the Department of Education or any other governmental or regulatory authority in connection with the Parent Permits; and (b) are not in violation of the terms of any Company Parent Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Parent Material Adverse Effect.

No Violation of Law. Neither the Company nor any The business of its Subsidiaries TBS is not being conducted in violation ofof any statute, or since June 30, 2000 has violated any law, statute, order, ruleordinance, regulation, ordinance judgment, order or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) decree of any domestic or foreign governmental or judicial entity (including any stock exchange or other self-regulatory body body) ("Legal Requirements"), or authorityin violation of any permits, franchises, licenses, authorizations or consents that are granted by any domestic or foreign government or judicial entity (including any stock exchange or other self- regulatory body) ("Permits"), except for possible violations that would not none of which, individually or in the aggregate, may reasonably be expected to be material to the Company and its Subsidiarieshave a Material Adverse Effect on TBS. Except as set forth on Schedule 3.8 hereto, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No no investigation or review by any domestic or foreign governmental or regulatory body entity (including any stock exchange or authority other self-regulatory body) with respect to TBS in relation to any alleged violation of law or regulation is pending or, to the CompanyTBS's Knowledgeor ICS's knowledge, threatened, nor has any governmental or regulatory body entity (including any stock exchange or authority other self-regulatory body) indicated an intention to conduct the same, other than, in each case, those the outcome of except for such investigations which, as far as reasonably can be foreseenif they resulted in adverse findings, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on TBS. The Company Except as set forth on Schedule 3.8 hereto, TBS is not subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any court, governmental entity or regulatory agency that materially restricts the conduct of its Subsidiaries are not in violation of the terms of any Company Permit, except for violations business or which would not may reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on TBS, nor has TBS or ICS been advised that any court, governmental entity or regulatory agency is considering issuing or requesting any of the foregoing. None of the representations and warranties made in this Section 3.8 are being made with respect to Environmental Laws.

No Violation of Law. Neither the Company nor any of its Subsidiaries is in violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company PermitsCOMPANY PERMITS"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for violations which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Violation of Law. Neither Except as disclosed in the Company SEC Reports, neither the Company nor any of its Subsidiaries subsidiaries is in violation of or has been given notice or been charged with any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that would which, in the aggregate, could not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole. Except as disclosed in the Company SEC Reports, or to result in a material liability as of the date of this Agreement, to the Company or any knowledge of its Subsidiaries. No the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would will not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole.

No Violation of Law. Neither the Company nor any of its Subsidiaries is in violation of or has been given written or, to its best knowledge, other notice of any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, including any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authorityGovernmental Entity, except for violations that which would not not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect. To the best knowledge of the Company, no investigation or review by any Governmental Entity is pending or, to the Company and its Subsidiariesbest knowledge of the Company, taken as a whole, or to result in a material liability to threatened against the Company or any of its Subsidiaries. No investigation Subsidiaries or review by any governmental of their respective officers or regulatory body or authority is pending ordirectors, nor to the Company's Knowledge, threatened, nor best knowledge of the Company has any governmental or regulatory body or authority Governmental Entity indicated an intention to conduct the samesame (except for such reviews or investigations that relate to (a) the Merger and the other transactions contemplated by this Agreement that may occur following announcement of this Agreement, other than(b) the obtaining of Consents or the making of Registrations or (c) the clearance by the SEC of the Proxy Information Statement, which in each casecase would not, those individually or in the outcome of whichaggregate, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as have a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect). The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses in all material respects as presently conducted (collectively, the "“Company Permits"”), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. No suspension or cancellation of any material Company Permit is pending or, to the best knowledge of the Company, threatened which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Company, neither the Company nor any of its Subsidiaries has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act.

No Violation of Law. Neither the Company nor any of its Subsidiaries ------------------- subsidiaries is or, since December 31, 1997, has been in material default under or in material violation of or has been charged with any material violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental environmental, labor, export control and foreign corrupt practices law, ordinance ordinance, decree or regulation) of any governmental Governmental Authority to which the Company or regulatory body any Company Subsidiary or authorityany of their respective assets or properties is or was subject, except for defaults or violations that which would not not, individually or in the aggregate, reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect. The Company and its the Company Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted and to own their assets and properties (collectively, the "Company Permits"), except for such permits, --------------- licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Correct and complete copies of all material Company Permits have been provided or made available to Parent. The Company and its Subsidiaries subsidiaries are not in violation in any material respect of the terms of any Company Permit, except for such violations which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Violation of Law. Neither (a) The business and operations of the Company nor any of its Subsidiaries is in violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Insurance Subsidiaries have been conducted in compliance with all permits, licenses, franchises, variances, exemptions, applicable statutes and regulations regulating the business of insurance and all applicable orders and other governmental authorizations, consents directives of insurance regulatory authorities and approvals necessary to market conduct their businesses as presently conducted recommendations resulting from market conduct examinations of insurance regulatory authorities (collectively, the "Company PermitsInsurance Laws"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents where the failure to so conduct such business and approvals the absence of which operations would not reasonably be expected individually or in the aggregate have a Material Adverse Effect on Company. Notwithstanding the generality of the foregoing, except where the failure to do so would not have, individually or in the aggregate, a Company Material Adverse EffectEffect on Company, each Company Insurance Subsidiary has marketed, sold and issued insurance products in compliance, in all material respects, with all statutes, laws, ordinances, rules, orders and regulations applicable to the business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (i) all applicable requirements relating to the disclosure of the nature of insurance products as policies of insurance and (ii) all applicable requirements relating to insurance product projections. The In addition (i) there is no pending or, to the knowledge of Company, threatened, charge by any insurance regulatory authority that any of the Company Insurance Subsidiaries has violated, nor any pending or, to the knowledge of Company, threatened, investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations would have individually or in the aggregate a Material Adverse Effect on Company; (ii) none of the Company Insurance Subsidiaries is subject to any order or decree of any insurance regulatory authority relating specifically to such Company Insurance Subsidiary (as opposed to insurance companies generally) which would have individually or in the aggregate a Material Adverse Effect on Company; and (iii) the Company Insurance Subsidiaries have filed all reports required to be filed with any insurance regulatory authority on or before the date hereof as to which the failure to file such reports would have individually or in the aggregate a Material Adverse Effect on Company. (b) In addition to Insurance Laws, the business and operations of Company and its the Company Subsidiaries are have been conducted in compliance with all other applicable laws, ordinances, regulations and orders of all governmental entities and other regulatory bodies (including, without limitation, laws, ordinances, regulations and orders relating to commercial lending, commercial leasing, real estate servicing, and the safety and health of employees), except where such noncompliance, individually or in the aggregate, would not in have a Material Adverse Effect on Company. In addition, (i) neither Company nor any Company Subsidiary has been charged with or, to the knowledge of Company, is now under investigation with respect to, a violation of the terms any applicable law, regulation, ordinance, order or other requirement of any Company Permita governmental entity or other regulatory body, except for violations which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on Company, (ii) neither Company nor any Company Subsidiary is a party to or bound by any order, judgment, decree or award of a governmental entity or other regulatory body relating specifically to such entity which will have, individually or in the aggregate, a Material Adverse Effect on Company; and (iii) Company and the Company Subsidiaries have filed all reports required to be filed with any governmental entity or other regulatory body (including self regulatory organizations) on or before the date hereof as to which the failure to file such reports would result, individually or in the aggregate, in a Material Adverse Effect on Company. Company and the Company Subsidiaries have all permits, certificates, licenses, approvals and other authorizations required in connection with the operation of the business of Company and the Company Subsidiaries, except for permits, certificates, licenses, approvals and other authorizations the failure of which to have would not, individually or in the aggregate, have a Material Adverse Effect on Company and except for such permits, certificates, licenses, approvals and other authorizations required to be obtained in connection with the consummation of the transactions contemplated hereby.

No Violation of Law. (a) Neither the Company nor any of its Subsidiaries is is, or since January 1, 2014, has been, in violation of or has been given written notice of any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that which would not not, individually or in the aggregate, have or reasonably be expected to be material to the Company and its Subsidiaries, taken as have a wholeMaterial Adverse Effect. (b) No formal, or to result in a material liability the knowledge of the Company, informal inquiry, investigation or review by any Governmental Entity is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. No investigation Subsidiaries or review by involving any governmental of their respective properties or regulatory body assets or authority is pending orany of their respective directors or officers in their capacities as such, nor, to the knowledge of the Company's Knowledge, threatened, nor has any governmental or regulatory body or authority Governmental Entity indicated an intention to conduct the same, other than, in each case, those the outcome of whichwhich has not or would not, as far as reasonably can be foreseenindividually or in the aggregate, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as have a whole, or to result in a material liability to the Company or any of its Subsidiaries. Material Adverse Effect. (c) The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses in all material respects as presently conducted (collectively, the "“Company Permits"”), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havenot, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havenot, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect. No suspension or cancellation of any Company Permit is pending or, to the knowledge of the Company, threatened which would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

No Violation of Law. Neither the (a) The Company nor is not, or since January 1, 2015, has not been, in material violation of or has been given written notice of any of its Subsidiaries is in violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment Law. (including, without limitation, any applicable environmental law, ordinance or regulationb) of any governmental or regulatory body or authority, except for violations that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeNo formal, or to result in a material liability to the Company or any Knowledge of its Subsidiaries. No the Company, informal inquiry, investigation or review by any governmental or regulatory body or authority Governmental Entity is pending or, to the Knowledge of the Company's Knowledge, threatenedthreatened against the Company or involving any of its respective properties or assets or any of their respective directors or officers in their capacities as such, nor nor, to the Knowledge of the Company, has any governmental or regulatory body or authority Governmental Entity indicated an intention to conduct the same, other than, in each case, those . (c) Section 4.9(c) of the outcome of whichDisclosure Schedule sets forth, as far as reasonably can be foreseenof the date of this Agreement, would not reasonably be expected to be a list of all Company Permits that are material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesCompany. The Company and its Subsidiaries have has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their its businesses in all material respects as presently conducted (collectively, the "“Company Permits"”), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havenot, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. The Company is not, and its Subsidiaries are not has not, in the past two years been, in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havenot, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. No suspension or cancellation of any Company Permit is pending or, to the Knowledge of the Company, threatened which would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. The Company has not received any written communication during the past two years from any person that alleges that the Company is not in compliance in all material respects with, or is subject to material Liability under, any Company Permits, Law or judgment or relating to the revocation or modification of any material Company Permits.

No Violation of Law. Neither Except as disclosed in Section 3.10 of the Company nor any of its Subsidiaries Disclosure Letter or the Company Financial Statements, no Seller is in violation of, or since June 30has been given notice or been charged with any violation of, 2000 has violated any law, statutestatue, order, rule, regulation, ordinance ordinance, or judgment (including, without limitation, any applicable environmental law, ordinance ordinance, or regulation) of any governmental or regulatory body or authority, except for violations that would violations, which, in the aggregate, could not reasonably be expected to be material to have a Company Material Adverse Effect. Except as disclosed in Section 3.10 of the Company and its Subsidiaries, taken as a whole, Disclosure Letter or to result in a material liability to the Company or any Financial Statements, as of its Subsidiaries. No the date of this Agreement, no investigation or review by any governmental or regulatory body or authority is pending or, to the best knowledge of the Company's Knowledge, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would will not reasonably be expected to be material to have a Company Material Adverse Effect and the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries Sellers have all permits, licenses, franchises, variances, exemptions, orders orders, and other governmental authorizations, consents consents, and approvals necessary to conduct their businesses as presently conducted conducted, including all approvals in connection with bonding and surety arrangements in respect of closed landfills (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents consents, and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effect. The Company and its Subsidiaries Sellers are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Neither Except as set forth in Section 3.9 of the Company nor Disclosure Schedule, the Company is not in violation of and has not been given notice or been charged with any of its Subsidiaries is in violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that which, in the aggregate, do not have, and would not reasonably be expected to be material to have, a Material Adverse Effect on the Company. The Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or has not received any of its Subsidiaries. No written notice that any investigation or review with respect to it by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesCompany. The Company and its Subsidiaries have has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses its business as presently conducted (collectively, the "Company Permits")conducted, except for permitsthose, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse EffectEffect on the Company (collectively, "Permits"). The Company has duly and timely filed all reports and other information required to be filed with any governmental or regulatory authority in connection with its Subsidiaries are Permits, and is not in violation of the terms of any Company Permitof its Permits, except for such omissions or delays in filings, reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse EffectEffect on the Company. Section 3.9 of the Company Disclosure Schedule contains a list of Permits.

No Violation of Law. Neither the Company nor any of its Subsidiaries is in violation of or has been given written or, to its best knowledge, other notice of any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authorityGovernmental Entity, except for violations that which would not not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect. To the best knowledge of the Company, (i) no investigation or review by any Govern- mental Entity is pending or, to the Company and its Subsidiariesbest knowledge of the Company, taken as a whole, or to result in a material liability to threatened against the Company or any of its Subsidiaries. No investigation Subsidiaries or review by any governmental of their respective officers or regulatory body or authority is pending ordirectors, nor to the Company's Knowledge, threatened, nor best knowledge of the Company has any governmental or regulatory body or authority Governmental Entity indicated an intention to conduct the samesame (except for such reviews or investigations that relate to (i) the Merger and the other transactions contemplated by this Agreement that may occur following announcement of this Agreement, other than(ii) the obtaining of Consents or the making of Registrations or (iii) the clearance by the SEC of the Proxy Statement, which in each casecase would not, those individually or in the outcome of whichaggregate, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as have a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect). The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses in all material respects as presently conducted (collectively, the "“Company Permits"”), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. No suspension or cancellation of any material Company Permit is pending or, to the best knowledge of the Company, threatened which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Company, neither the Company nor any of its Subsidiaries has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act.

No Violation of Law. Neither Except as disclosed in the Company SEC Reports or in Schedule 5.8, neither the Company nor any of its Subsidiaries subsidiaries is in violation of or has been given notice or been charged with any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that would which, in the aggregate, could not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole. Except as disclosed in the Company SEC Reports, or to result in a material liability as of the date of this Agreement, to the Company or any knowledge of its Subsidiaries. No the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would will not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiaries, subsidiaries taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of the Company Material Adverse Effectand its subsidiaries, taken as a whole.

No Violation of Law. Neither The Company and the Company nor Subsidiary are not in violation of and has not been given notice or been charged with any of its Subsidiaries is in violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental lawEnvironmental Laws, ordinance or regulationas hereinafter defined) of any governmental or regulatory body or authority, except for violations that which, in the aggregate, do not have, and would not reasonably be expected to be material to have, a Material Adverse Effect on the Company. The Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or has not received any of its Subsidiaries. No written notice that any investigation or review with respect to it by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to have, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesCompany. The Company and its Subsidiaries have has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses its business as presently conducted (collectively, the collectively its "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse EffectEffect on the Company. The Company (a) has duly and timely filled all reports and other information required to be filed with any governmental or regulatory authority in connection with its Subsidiaries are Permits, and (b) to the knowledge of the Company, is not in violation of the terms of any Company Permitof its Permits, except for omissions or delays in filings, reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse EffectEffect on the Company. The Company Disclosure Schedule contains a list of Permits.

No Violation of Law. Neither (a) The Company and each of the Company nor any of its Subsidiaries is not in violation ofof any statute, or since June 30, 2000 has violated any law, statute, order, ruleordinance, regulation, ordinance rule or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) order of any foreign, federal, state or local government or any other governmental department or regulatory body agency, or authorityany judgment, decree or order of any court, applicable to its business or operations, except for where any such violations that or failures to comply would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havenot, individually or and in the aggregate, have a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation each of the terms of any Company PermitSubsidiaries has all permits, licenses and franchises from governmental agencies required to conduct its business as now being conducted, except for violations such permits, licenses and franchises the absence of which would not reasonably be expected to havenot, individually or and in the aggregate, have a Company Material Adverse Effect. (b) To the best of the Company's knowledge, as to each product subject to FDA's jurisdiction under the Federal Food, Drug and Cosmetic Act ("FDCA") and the jurisdiction of the Drug Enforcement Agency under the ---- Comprehensive Drug Abuse Prevention and Control Act of 1970 ("CSA") which is --- manufactured, tested, distributed, held, and/or marketed by the Company, such product is being manufactured, held and distributed in substantial compliance with all applicable requirements under the FDCA and the CSA including, but not limited to, those relating to investigational use, premarket clearance, good manufacturing practices, labeling, advertising, record keeping, filing of reports, and security. (c) The Company will promptly provide Parent with copies of any document that is issued, prepared, or otherwise becomes available from the date of this Agreement until the Effective Time which bears on the regulatory status under the FDCA or the CSA of the Company and each of the Company Subsidiaries, or any product of the Company and each of the Company Subsidiaries, including, but not limited to, any deficiency letter, warning letter, non-approvable letter/order, and withdrawal letter/order, except for documents reflecting such matters which, individually and in the aggregate, would not have a Material Adverse Effect.

No Violation of Law. Neither Except as disclosed in the Company SEC Reports, neither the Company nor any of its Subsidiaries subsidiaries is or at any time since December 31, 1997, has been in violation of or has been given notice or been charged with any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that would which, in the aggregate, could not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole. Except as disclosed in the Company SEC Reports, or to result in a material liability as of the date of this Agreement, to the Company or any knowledge of its Subsidiaries. No the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would will not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole.

No Violation of Law. Neither Except as disclosed in Section 4.9 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries subsidiaries is in violation of or has been given notice or been charged with any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that would which, in the aggregate, could not reasonably be expected to be material have a Material Adverse Effect. Except as disclosed in Section 4.9 of the Disclosure Schedule, as of the date of this Agreement, to the Company and its Subsidiariesknowledge of the Company, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries subsidiaries have all material permits, licenses, franchises, variances, exemptions, orders and other material governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effect. Except as disclosed in Section 4.9 of the Disclosure Schedule, the Company and its subsidiaries have complied in all material respects with all laws, statutes, orders, rules, regulations, ordinances or judgments (including, without limitation, the Federal Worker Adjustment Retraining Notification Act, 29 U.S.C. ss. 2101 et seq. ("WARN"), or any state law equivalent) of any governmental or regulatory body or authority in connection with each disposition of material assets of the Company or any of its subsidiaries that has occurred prior to the date of this Agreement and neither the Company nor any of its subsidiaries has been notified of any claim or threatened claim for indemnification or other relief made by any person resulting from or arising in connection with any such asset sale.

No Violation of Law. Neither Permits. The business of the Company nor any and each of its Subsidiaries is not being conducted in violation ofof any Legal Requirements, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) in violation of any governmental or regulatory body or authorityPermits, except for possible violations that would not none of which, individually or in the aggregate, could reasonably be expected to be material to have a Material Adverse Effect on the Company. The Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any each of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is Subsidiaries have all Permits that are required in connection with the operation of their businesses (collectively, “Company Required Permits”), and no proceedings are pending or, to the knowledge of the Company's Knowledge, threatenedthreatened to revoke or limit any Company Required Permit, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other thanexcept, in each case, those the outcome absence or violation of whichwhich do not and will not have a Material Adverse Effect on the Company. Except as set forth on Schedule 5.8 hereto, as far as reasonably can be foreseen, would not reasonably be expected to be material (a) to the Company and its SubsidiariesCompany’s knowledge, taken as a whole, no investigation or to result in a material liability review by any domestic or foreign governmental or regulatory entity (including any stock exchange or other self-regulatory body) with respect to the Company or its Subsidiaries in relation to any alleged violation of law or regulation is pending or threatened, and (b) no governmental or regulatory entity (including any stock exchange or other self-regulatory body) has notified the Company of its Subsidiaries. The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary intention to conduct their businesses as presently conducted (collectively, the "Company Permits")same, except for permitssuch investigations which, licensesif they resulted in adverse findings, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. The Except as set forth on Schedule 5.8 hereto, neither the Company and nor any of its Subsidiaries are not in violation is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the terms request of, any court, governmental entity or regulatory agency that materially restricts the conduct of any Company Permit, except for violations its business or which would not could reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company, or would prevent or delay the consummation of the transactions contemplated by this Agreement, nor has the Company or any of its Subsidiaries been advised that any court, governmental entity or regulatory agency is considering issuing or requesting any of the foregoing.