Common use of Permits; Compliance with Applicable Law Clause in Contracts

Permits; Compliance with Applicable Law. Except with respect to Permits required under Environmental Laws, which are addressed in Section 4.11, Schedule 4.9 of the Company Disclosure Schedules contains a true, correct and complete list of all material Permits that are held by the Company and its Subsidiaries or that are otherwise required to permit the Company and its Subsidiaries to conduct their business. The Company and each of its Subsidiaries holds and currently is (and during the last four years has been) in compliance in all material respects with, all Permits necessary for the lawful conduct of their respective non-business activities, in the case of the Representative Office, or businesses, in the case of the Company and each of its other Subsidiaries, as presently conducted, and all such Permits are (and during the last four years have been) in full force and effect. To the Knowledge of the Company, there are no grounds for the suspension, cancellation, variation, revocation, termination or non‑renewal of any material Permit by any Governmental Entity. The direct or indirect change of control of the Company or any of its Subsidiaries as a consequence of the transactions contemplated by this Agreement will not result in the suspension, cancellation, variation, revocation, termination or non-renewal of any Permit or give rise to a right to suspend, cancel, vary, revoke, terminate or not renew any Permit. During the past four years, neither the Company nor any of its Subsidiaries has received written notice relating to the revocation or modification of any Permits or alleging that it is not in material compliance with, or has any material liability under any Permits. No Proceeding is pending or, to the Knowledge of the Company, threatened to revoke or limit any Permit, nor has any such Proceeding been pending at any time during the past four years. Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, its or their directors or officers (solely in their capacities as such) are currently, nor have any such Persons been at any time during the past four years, subject to any Orders. The Company and its Subsidiaries are, and for the past four years have been, in compliance in all material respects with all Applicable Laws. As of the date of this Agreement neither the Company nor its Subsidiaries have received any written communication during the two years prior to the date of this Agreement from a Governmental Entity that alleges that the Company or its Subsidiaries are not in compliance in any material respect with any Applicable Laws that has not heretofore been cured or for which there is any remaining material liability.

Permits; Compliance with Applicable Law. Except with respect to Permits required under Environmental Laws, which are addressed in Section 4.11, Schedule 4.9 As of the Company Disclosure Schedules contains a trueClosing Date, correct and complete list of all material Permits that are held by the Company and its Subsidiaries or that are otherwise required to permit the Company and its Subsidiaries to conduct their business. The Company and each of its the PGC Subsidiaries holds shall hold all licenses, franchises, registrations, permits and currently is authorizations (and during the last four years has beeneach, a "PERMIT") in compliance in all material respects with, all Permits necessary for the lawful conduct of their respective non-business activitiesbusinesses under and pursuant to all, and have complied with and are not in default under and/or in violation of any, applicable law, statute, order, rule or regulation of any Governmental Entity relating to any of the PGC Subsidiaries, except in each case where the failure to hold such Permit or such noncompliance or default would not, individually or in the case aggregate, have a Material Adverse Effect on the PGC Subsidiaries. To Phillips' knowledge, the business of the Representative OfficePGC Subsidiaries is not beinx xxx xxs not been conducted in violation of any applicable law or any order, writ, injunction or decree of any Governmental Entity, except for any such violations which would not, individually or in the aggregate, have a Material Adverse Effect on the PGC Subsidiaries. None of the PGC Subsidiaries has received any notice or other communication from any Governmental Entity asserting (i) any violation of law, statute, ordinance, order, rule or regulation, (ii) any violation of or failure to comply with any term or requirement of any Permit, or businesses(iii) any revocation, in the case of the Company and each of its other Subsidiarieswithdrawal, as presently conducted, and all such Permits are (and during the last four years have been) in full force and effect. To the Knowledge of the Company, there are no grounds for the suspension, cancellation, variation, revocation, termination or non‑renewal of any material Permit by any Governmental Entity. The direct or indirect change of control of the Company or any of its Subsidiaries as a consequence of the transactions contemplated by this Agreement will not result in the suspension, cancellation, variation, revocation, termination or non-renewal of any Permit or give rise to a right to suspend, cancel, vary, revoke, terminate or not renew any Permit. During the past four years, neither the Company nor any of its Subsidiaries has received written notice relating to the revocation or modification of any Permits Permit, except for violations, failures to comply, revocations, withdrawals, suspensions, cancellations, terminations or alleging that it is modifications which would not in material compliance with, or has any material liability under any Permitsthe aggregate reasonably be expected to have a Material Adverse Effect on the PGC Subsidiaries. No Proceeding is notice of any pending orinvestigation or violation of, to the Knowledge noncompliance with or alleged liability under, any law, statute, ordinance, order, rule, regulation or Permit has been received by any of the CompanyPGC Subsidiaries which would, threatened individually or in the aggregate, reasonably be expected to revoke or limit any Permit, nor has any such Proceeding been pending at any time during have a Material Adverse Effect on the past four years. Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, its or their directors or officers (solely in their capacities as such) are currently, nor have any such Persons been at any time during the past four years, subject to any Orders. The Company and its Subsidiaries are, and for the past four years have been, in compliance in all material respects with all Applicable Laws. As of the date of this Agreement neither the Company nor its Subsidiaries have received any written communication during the two years prior to the date of this Agreement from a Governmental Entity that alleges that the Company or its Subsidiaries are not in compliance in any material respect with any Applicable Laws that has not heretofore been cured or for which there is any remaining material liabilityPGC Subsidiaries.

Permits; Compliance with Applicable Law. Except with respect to Permits required under Environmental Laws, which are addressed in Section 4.11, Schedule 4.9 of the Company Disclosure Schedules contains a true, correct and complete list of all material Permits that are held by the Company and its Subsidiaries or that are otherwise required to permit the Company and its Subsidiaries to conduct their businessbusiness as of the date of this Agreement. The Except as set forth on Schedule 4.9 of the Company Disclosure Schedules, (i) the Company and each of its Subsidiaries holds holds, has timely applied for the renewal of and currently is (and during the last four two years has been) in compliance in all material respects with, all Permits necessary for the lawful conduct of their respective non-business activities, in the case of the Representative Office, or businesses, in the case of the Company and each of its other Subsidiaries, businesses as presently conducted, and (ii) all such Permits are (and during the last four two years have been) in full force and effect. To the Knowledge of the Company, there are no grounds except for the suspensionfailure to hold such Permits or of such Permits to be in full force in effect that has not had or would not reasonably be expected to result in, cancellationindividually or in the aggregate, variationa Company Material Adverse Effect. During the past two years, revocation, termination or non‑renewal (x) no material violations have been recorded in respect of any material Permit by any Governmental Entity. The direct or indirect change of control of the Company or any of its Subsidiaries as a consequence of the transactions contemplated by this Agreement will not result in the suspension, cancellation, variation, revocation, termination or non-renewal of any Permit or give rise to a right to suspend, cancel, vary, revoke, terminate or not renew any Permit. During the past four years, and (y) neither the Company nor any of its Subsidiaries has received written notice relating to the revocation or modification of any material Permits or alleging that it is not or may not be in material compliance with, or has any has, or may have any, material liability under any material Permits. No material Proceeding is pending or, to the Knowledge of the Company, threatened to revoke or limit any material Permit, nor has any such Proceeding been pending at any time during the past four two years. Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, its or their directors or officers (solely in their capacities as such) are currently, nor have any such Persons been at any time during the past four two years, subject to any material Orders. The Company and its Subsidiaries are, and for the past four two years have been, in compliance in all material respects with all Applicable Laws, except for noncompliance that has not had or would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect. As Except as set forth on Schedule 4.9 of the Company Disclosure Schedules, as of the date of this Agreement neither the Company nor its Subsidiaries have received any written communication during the two years prior to the date of this Agreement from a Governmental Entity that alleges that the Company or its Subsidiaries are not in material compliance in any material respect with any Applicable Laws that has not heretofore been cured or for which there is any remaining material liability. Notwithstanding the foregoing, Section 4.12(j), Section 4.12(k), Section 4.12(l) and Section 4.12(m) are the only representations and warranties related to data privacy, marketing or data collection matters in this Agreement.

Permits; Compliance with Applicable Law. Except with respect to Permits required under Environmental Laws, which are addressed in Section 4.11, Schedule 4.9 As of the Company Disclosure Schedules contains a trueClosing Date, correct and complete list of all material Permits that are held by the Company and its Subsidiaries or that are otherwise required to permit the Company and its Subsidiaries to conduct their business. The Company and each of its the DEFS Subsidiaries holds and currently is (and during the last four years has been) in compliance in all material respects with, shall hold all Permits necessary for the lawful conduct of their respective non-business activitiesbusinesses under and pursuant to all, and have complied with and are not in default under and/or in violation of any, applicable law, statute, order, rule or regulation of any Governmental Entity relating to any of the DEFS Subsidiaries, except in each case where the failure to hold such Permit or such noncompliance or default would not, individually or in the case aggregate, have a Material Adverse Effect on DEFS. To Duke's knowledge, the business of the Representative OfficeDEFS Subsidiaries is not being and has not been conducted in violation of any applicable law or any order, writ, injunction or decree of any Governmental Entity, except for any such violations which would not, individually or in the aggregate, have a Material Adverse Effect on DEFS. None of the DEFS Subsidiaries has received any notice or other communication from any Governmental Entity asserting (i) any violation of law, statute, ordinance, order, rule or regulation, (ii) any violation of or failure to comply with any term or requirement of any Permit, or businesses(iii) any revocation, in the case of the Company and each of its other Subsidiarieswithdrawal, as presently conducted, and all such Permits are (and during the last four years have been) in full force and effect. To the Knowledge of the Company, there are no grounds for the suspension, cancellation, variation, revocation, termination or non‑renewal of any material Permit by any Governmental Entity. The direct or indirect change of control of the Company or any of its Subsidiaries as a consequence of the transactions contemplated by this Agreement will not result in the suspension, cancellation, variation, revocation, termination or non-renewal of any Permit or give rise to a right to suspend, cancel, vary, revoke, terminate or not renew any Permit. During the past four years, neither the Company nor any of its Subsidiaries has received written notice relating to the revocation or modification of any Permits Permit, except for violations, failures to comply, revocations, withdrawals, suspensions, cancellations, terminations or alleging that it is modifications which would not in material compliance with, or has any material liability under any Permitsthe aggregate reasonably be expected to have a Material Adverse Effect on DEFS. No Proceeding is notice of any pending orinvestigation or violation of, to the Knowledge non-compliance with or alleged liability under, any law, statute, ordinance, order, rule, regulation or Permit has been received by any of the CompanyDEFS Subsidiaries which would, threatened individually or in the aggregate, reasonably be expected to revoke or limit any Permit, nor has any such Proceeding been pending at any time during the past four years. Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, its or their directors or officers (solely in their capacities as such) are currently, nor have any such Persons been at any time during the past four years, subject to any Orders. The Company and its Subsidiaries are, and for the past four years have been, in compliance in all material respects with all Applicable Laws. As of the date of this Agreement neither the Company nor its Subsidiaries have received any written communication during the two years prior to the date of this Agreement from a Governmental Entity that alleges that the Company or its Subsidiaries are not in compliance in any material respect with any Applicable Laws that has not heretofore been cured or for which there is any remaining material liabilityMaterial Adverse Effect on DEFS.

Permits; Compliance with Applicable Law. Except with respect to Permits required under Environmental Laws, which are addressed in Section 4.11, Schedule 4.9 As of the Company Disclosure Schedules contains Applicable Closing Date, each member of the COP Sale-Related Group shall hold all licenses, franchises, registrations, permits, and authorizations (each, a true, correct and complete list of all material Permits that are held by the Company and its Subsidiaries or that are otherwise required to permit the Company and its Subsidiaries to conduct their business. The Company and each of its Subsidiaries holds and currently is (and during the last four years has been“Permit”) in compliance in all material respects with, all Permits necessary for the lawful conduct of their respective nonthe Empress System Business under and pursuant to all, and have complied with and are not in default under and/or in violation of any, applicable law, statute, Permit, order, rule or regulation of any Governmental Entity relating to any member of the COP Sale-business activitiesRelated Group or the Empress System Business (including the PTC Assets and Liabilities), as applicable, except in each case where the failure to hold such Permit or such noncompliance or default would not, individually or in the case aggregate, have a COP Sale-Related Material Adverse Effect. To COP’s knowledge, the Empress System Business is not being nor has it been conducted in violation of any applicable law or any order, writ, injunction or decree of any Governmental Entity, except for any such violations which would not, individually or in the aggregate, have a COP Sale-Related Material Adverse Effect. No member of the Representative OfficeCOP Sale-Related Group has received any notice or other communication from any Governmental Entity asserting (i) any violation of law, statute, ordinance, order, rule or regulation or the terms of an agreement with any Governmental Entity, (ii) any violation of or failure to comply with any term or requirement of any Permit, or businesses(iii) any revocation, in the case of the Company and each of its other Subsidiarieswithdrawal, as presently conducted, and all such Permits are (and during the last four years have been) in full force and effect. To the Knowledge of the Company, there are no grounds for the suspension, cancellation, variation, revocation, termination or non‑renewal of any material Permit by any Governmental Entity. The direct or indirect change of control of the Company or any of its Subsidiaries as a consequence of the transactions contemplated by this Agreement will not result in the suspension, cancellation, variation, revocation, termination or non-renewal of any Permit or give rise to a right to suspend, cancel, vary, revoke, terminate or not renew any Permit. During the past four years, neither the Company nor any of its Subsidiaries has received written notice relating to the revocation or modification of any Permits Permit, except for violations, failures to comply, revocations, withdrawals, suspensions, cancellations, terminations or alleging that it is modifications which would not in material compliance with, or has any material liability under any Permitsthe aggregate reasonably be expected to have a COP Sale-Related Material Adverse Effect. No Proceeding is notice of any pending orinvestigation or violation of, to the Knowledge noncompliance with or alleged liability under, any law, statute, ordinance, order, rule, regulation or Permit has been received by any member of the CompanyCOP Sale-Related Group which would, threatened individually or in the aggregate, reasonably be expected to revoke or limit any Permit, nor has any such Proceeding been pending at any time during the past four years. Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, its or their directors or officers (solely in their capacities as such) are currently, nor have any such Persons been at any time during the past four years, subject to any Orders. The Company and its Subsidiaries are, and for the past four years have been, in compliance in all material respects with all Applicable Laws. As of the date of this Agreement neither the Company nor its Subsidiaries have received any written communication during the two years prior to the date of this Agreement from a Governmental Entity that alleges that the Company or its Subsidiaries are not in compliance in any material respect with any Applicable Laws that has not heretofore been cured or for which there is any remaining material liabilityCOP Sale-Related Material Adverse Effect.