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

Permits; Compliance with Laws and Orders. (i) Each of Parent, Merger Sub and each of their respective subsidiaries hold all Permits necessary to own, lease and operate their respective assets and for the conduct of their respective businesses, except where the failure to have such Permits would not reasonably be expected to have a Parent Material Adverse Effect. No such Permit is the subject of any suit or proceeding seeking the revocation, suspension, non-renewal or impairment of such Permit, except where such suit or proceeding would not and would not reasonably be expected to result in a Parent Material Adverse Effect. Each of Parent, Merger Sub and each of their respective subsidiaries are in compliance in all material respects with the terms of such Permits, except where the failure to comply would not reasonably be expected to have a Parent Material Adverse Effect. Since January 1, 2012, none of Parent, Merger Sub or any of their respective subsidiaries has received any written claim or notice that it is not in compliance in all material respects with the terms of any such Permits, except for any such claim or notice as would not be material to Parent and its subsidiaries taken as a whole. (ii) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (A) each of Parent, Merger Sub, and each of their respective subsidiaries is not, and since January 1, 2012 has not been, in material violation of or material default under any material law or order of any Governmental Authority, and none of Parent, Merger Sub or any of their respective subsidiaries has been given written notice of, or been charged with, any material violation of any material law or order of any Governmental Authority; and (B) Parent is, and since October 1, 2014 has been, in compliance in all material respects with (1) SOX and (2) the applicable listing standards and corporate governance rules and regulations of the NYSE. (iii) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each of the Parent, Merger Sub, and each of their respective subsidiaries, is, and since January 1, 2012 has been, in compliance in all material respects with (A) all applicable material data protection, privacy, security and other applicable laws governing the collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information (including credit card information), and (B) any material privacy policies, programs or other notices that concern Parent’s, Merger Sub’s or any of their respective subsidiaries’ collection or use of any personal information of any person. Since January 1, 2012, (A) to the knowledge of Parent, there have not been any incidents of material (1) data security breaches, (2) complaints or notices to Parent or any of its subsidiaries, or (3) audits, proceedings or investigations conducted or claims asserted by any other person (including any Governmental Authority) regarding the unauthorized or illegal collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information of any person, or any material violation of applicable law, by Parent or any of its subsidiaries, and (B) no such claim is pending or, to the knowledge of the Parent, threatened, that, in the case of (A) or (B), individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.

Permits; Compliance with Laws and Orders. (i) Each of ParentThe Company, Merger Sub its subsidiaries and each of their respective subsidiaries the Company Joint Ventures hold all Permits material permits, licenses, certificates, notices, authorizations, approvals and similar Consents of all Governmental Authorities (“Permits”) necessary to own, lease and operate their respective assets and for the conduct of their respective businesses, except where the failure to have such Permits would not reasonably be expected to have a Parent Company Material Adverse Effect. No such Permit is the subject of any suit or proceeding seeking the revocation, suspension, non-renewal or impairment of such Permit, except where such suit or proceeding would not and would not reasonably be expected to result in a Parent Company Material Adverse Effect. Each of ParentThe Company, Merger Sub its subsidiaries and each of their respective subsidiaries the Company Joint Ventures are in compliance in all material respects with the terms of such Permits, except where the failure to comply would not reasonably be expected to have a Parent Company Material Adverse Effect. Since January 1, 2012, none of Parentneither the Company, Merger Sub or any of their respective nor its subsidiaries nor the Company Joint Ventures has received any written claim or notice that it is not in compliance in all material respects with the terms of any such Permits, except for any such claim or notice as would not be material to Parent the Company and its subsidiaries taken as a whole. (ii) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: (A) each of Parentthe Company, Merger Sub, its subsidiaries and each of their respective subsidiaries is the Company Joint Ventures are not, and since January 1, 2012 has have not been, in material violation of or material default under any material law or order of any Governmental Authority, and none of Parent, Merger Sub or any of their respective neither the Company nor its subsidiaries nor the Company Joint Ventures has been given written notice of, or been charged with, any material violation of any material law or order of any Governmental Authority; and (B) Parent the Company is, and since October 1, 2014 has been, in compliance in all material respects with (1) SOX and (2) the applicable listing standards and corporate governance rules and regulations of the NYSE. (iii) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, each of the Parent, Merger SubCompany and its subsidiaries, and each of their respective subsidiariesCompany Joint Venture, is, and since January 1, 2012 has been, in compliance in all material respects with (A) all applicable material data protection, privacy, security and other applicable laws governing the collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information (including credit card information), and (B) any material privacy policies, programs or other notices that concern Parent’s, Merger Subthe Company’s or any of their respective its subsidiaries’ or any of the Company Joint Ventures’ collection or use of any personal information of any person. Since January 1, 2012, (A) to the knowledge of Parentthe Company, there have not been any incidents of material (1) data security breaches, (2) complaints or notices to Parent the Company or any of its subsidiaries, or (3) audits, proceedings or investigations conducted or claims asserted by any other person (including any Governmental Authority) regarding the unauthorized or illegal collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information of any person, or any material violation of applicable law, by Parent the Company or any of its subsidiaries, and (B) no such claim is pending or, to the knowledge of the ParentCompany, threatened, that, in the case of (A) or (B), individually or in the aggregate, has had or would reasonably be expected to have a Parent Company Material Adverse Effect.

Permits; Compliance with Laws and Orders. (i) Each of Parent, Merger Sub The Company and each of their respective its subsidiaries hold all Permits material Consents of all Governmental Authorities (“Permits”) necessary to own, lease and operate their respective properties and assets and for the conduct of their respective businesses, except where the failure to have such Permits would not reasonably be expected to have have, individually or in the aggregate, a Parent Company Material Adverse Effect. No such Permit is the subject of any suit or proceeding seeking the revocation, suspension, non-renewal or impairment cancellation of such Permit, except where such suit or proceeding would not and would not reasonably be expected to result have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub The Company and each of their respective its subsidiaries are in compliance in all material respects with the terms of such Permits, except where the failure to comply would not reasonably be expected to have have, individually or in the aggregate, a Parent Company Material Adverse Effect. Since January 1, 20122016, none of Parent, Merger Sub or neither the Company nor any of their respective its subsidiaries has received any written claim or written notice (or to the Company’s knowledge, any oral notice) from any Governmental Authority that it is not in compliance in all material respects with the terms of any such Permits, except for any such claim or notice as noncompliance that would not and would not reasonably be material expected to Parent and its subsidiaries taken as have, individually or in the aggregate, a wholeCompany Material Adverse Effect. (ii) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: (A) each of Parent, Merger Sub, the Company and each of their respective its subsidiaries is not, and since January 1, 2012 2016 has not been, in material violation of or material default under any material applicable law or order of any Governmental Authority, and none of Parent, Merger Sub or neither the Company nor any of their respective its subsidiaries has been given written notice of, or been charged with, of any material violation of any material applicable law or order of any Governmental Authority; and (B) Parent the Company is, and since October January 1, 2014 2016 has been, in compliance in all material respects with (1) SOX and (2) the applicable listing standards and corporate governance rules and regulations of the NYSENASDAQ. (iii) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, each of the Parent, Merger Sub, Company and each of their respective subsidiaries, its subsidiaries is, and since January 1, 2012 2016 has been, in compliance in all material respects with (A) all applicable material data protection, privacy, security and other applicable laws governing the collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information (including credit card information), and (B) any material privacy policies, programs or other notices that concern Parent’s, Merger Subthe Company’s or any of their respective its subsidiaries’ collection or use of any personal information of any person. . (iv) Since January 1, 20122016, (A) to the knowledge of Parentthe Company, there have not been any incidents of material (1) data security breaches, (2) written complaints or written notices (or to Parent the knowledge of the Company, oral complaints or notices) to the Company or any of its subsidiaries, or (3) audits, proceedings or investigations conducted or claims asserted by any other person (including any Governmental Authority), in the case of (1), (2) or (3), regarding the unauthorized or illegal collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information of any person, or any material violation of applicable law, by Parent the Company or any of its subsidiaries, and (B) no such claim is pending or, to the knowledge of the ParentCompany, threatened, that, in the case of (A) or (B), individually or in the aggregate, has had or would reasonably be expected to have a Parent Company Material Adverse Effect.

Permits; Compliance with Laws and Orders. (ia) Each of Parent, Merger Sub The Company and each of their respective subsidiaries its Subsidiaries hold all Permits permits, licenses, variances, exemptions, easements and/or rights-of-way, orders and approvals of, and have made all required rate, tariff and other filings with all Governmental and Regulatory Authorities necessary to own, lease and operate their respective assets and for the lawful conduct of their respective businesses, except where businesses as currently conducted (the failure to have such Permits would not reasonably be expected to have a Parent Material Adverse Effect. No such Permit is the subject of any suit or proceeding seeking the revocation, suspension, non-renewal or impairment of such Permit, except where such suit or proceeding would not and would not reasonably be expected to result in a Parent Material Adverse Effect. Each of Parent, Merger Sub and each of their respective subsidiaries are in compliance in all material respects with the terms of such "Company Permits, except where the failure to comply would not reasonably be expected to have a Parent Material Adverse Effect. Since January 1, 2012, none of Parent, Merger Sub or any of their respective subsidiaries has received any written claim or notice that it is not in compliance in all material respects with the terms of any such Permits"), except for any failures to hold such claim or notice as would not be material permits, licenses, variances, exemptions, easements and/or rights-of-way, orders and approvals and to Parent and its subsidiaries taken as a whole. (ii) Except as has not had, or would not reasonably be expected to havemake such filings which, individually or in the aggregate, could not be reasonably expected to have a Parent Company Material Adverse Effect: (A) each of Parent, Merger Sub, and each of their respective subsidiaries is not, and since January 1, 2012 has not been, in material violation of or material default under any material law or order of any Governmental Authority, and none of Parent, Merger Sub or any of their respective subsidiaries has been given written notice of, or been charged with, any material violation except as disclosed in Section 3.14(a) of any material law or order of any Governmental Authority; the Selling Shareholder Disclosure Schedule. The Company and (B) Parent is, and since October 1, 2014 has been, its Subsidiaries are in compliance in all material respects with (1) SOX and (2) the applicable listing standards and corporate governance rules and regulations terms of the NYSE. (iii) Except as has not hadCompany Permits, or would not reasonably be expected except failures so to havecomply which, individually or in the aggregate, are not having and could not be reasonably expected to have a Parent Company Material Adverse Effect. (b) Except as disclosed in the Company SEC Reports, each the Company and its Subsidiaries are not in violation of the Parent, Merger Sub, and each of their respective subsidiaries, is, and since January 1, 2012 has been, in compliance in all material respects with (A) all applicable material data protection, privacy, security and other applicable laws governing the collection or use (including the storage, display, transfer, dissemination and other disposition) default under any law or order of any personal Governmental or other sensitive information (including credit card information)Regulatory Authority, and (B) any material privacy policies, programs except for such violations or other notices that concern Parent’s, Merger Sub’s or any of their respective subsidiaries’ collection or use of any personal information of any person. Since January 1, 2012, (A) to the knowledge of Parent, there have not been any incidents of material (1) data security breaches, (2) complaints or notices to Parent or any of its subsidiaries, or (3) audits, proceedings or investigations conducted or claims asserted by any other person (including any Governmental Authority) regarding the unauthorized or illegal collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information of any person, or any material violation of applicable law, by Parent or any of its subsidiaries, and (B) no such claim is pending or, to the knowledge of the Parent, threatened, that, in the case of (A) or (B)defaults which, individually or in the aggregate, has had or would are not having and could not be reasonably be expected to have a Parent Company Material Adverse Effect. (c) The Company has provided Purchaser with a copy of TNMP's Internal Code of Conduct (the "Code of Conduct") adopted as part of TNMP's program to comply with the affiliate transaction rules (the "Affiliate Rules") of the PUCT. Each interaction between TNMP and First Choice Special Purpose, L.P. and First Choice Power, L.P., each a Texas limited partnership (collectively, "First Choice"), in which a service, good, asset, product, property, right or other item has been transferred or received has been in compliance with the requirements of the Code of Conduct and the Affiliate Rules (in each case, except as may be disclosed in Section 3.14(c) of the Selling Shareholder Disclosure Schedule).

Permits; Compliance with Laws and Orders. (i) Each of Parent, Merger Sub The Company and each of their respective subsidiaries the Company Joint Ventures hold all Permits permits, licenses, certificates, notices, authorizations, approvals and similar Consents of all Governmental Authorities ("Permits") necessary to own, lease and operate their respective assets and for the conduct of their respective businesses, except where the failure to have such Permits would not reasonably be expected to have a Parent Company Material Adverse Effect. No such Permit is the subject of any suit or proceeding seeking the revocation, suspension, non-renewal or impairment of such Permit, except where such suit or proceeding would not and would not reasonably be expected to result in a Parent Company Material Adverse Effect. Each of Parent, Merger Sub The Company and each of their respective subsidiaries the Company Joint Ventures are in compliance in all material respects with the terms of such Permits, except where the failure to comply would not reasonably be expected to have a Parent Company Material Adverse Effect. Since January 1, 2012, none of Parent, Merger Sub or any of their respective subsidiaries has received any written claim or notice that it is not in compliance in all material respects with the terms of any such Permits, except for any such claim or notice as would not be material to Parent and its subsidiaries taken as a whole. (ii) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: (A) each of Parent, Merger Sub, the Company and each of their respective subsidiaries is the Company Joint Ventures are not, and since January 1, 2012 has 2017 have not been, in material violation of or material default under any material law or order of any Governmental Authority, and none of Parent, Merger Sub or any of their respective subsidiaries neither the Company nor the Company Joint Ventures has been given written notice of, or been charged with, any material violation of any material law or order of any Governmental Authority, including regarding noncompliance with the terms of any Permits referenced in Section 3.01(j)(i); and (B) Parent the Company is, and since October January 1, 2014 2017 has been, in compliance in all material respects with (1) SOX and (2) the applicable listing standards and corporate governance rules and regulations of the NYSENasdaq. (iii) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each of the Parent, Merger Sub, and each of their respective subsidiaries, is, and since January 1, 2012 has been, in compliance in all material respects with (A) all applicable material data protection, privacy, security and other applicable laws governing the collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information (including credit card information), and (B) any material privacy policies, programs or other notices that concern Parent’s, Merger Sub’s or any of their respective subsidiaries’ collection or use of any personal information of any person. Since January 1, 2012, (A) to the knowledge of Parent, there have not been any incidents of material (1) data security breaches, (2) complaints or notices to Parent or any of its subsidiaries, or (3) audits, proceedings or investigations conducted or claims asserted by any other person (including any Governmental Authority) regarding the unauthorized or illegal collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information of any person, or any material violation of applicable law, by Parent or any of its subsidiaries, and (B) no such claim is pending or, to the knowledge of the Parent, threatened, that, in the case of (A) or (B), individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.

Permits; Compliance with Laws and Orders. (ia) Each Group Company is in possession of Parentall material grants, Merger Sub authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and each orders of their respective subsidiaries hold all Permits any Governmental Entity necessary for it to own, lease lease, operate and operate their respective use its properties and assets or to carry on its business as it is now being conducted except as would not have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the Knowledge of the Company, threatened. All such Material Company Permits are valid and for the conduct of their respective businessesin full force and effect, except where the failure to have such Permits be valid or in full force and effect would not reasonably be expected to have a Parent Material Adverse Effect. No such Permit is the subject of any suit or proceeding seeking the revocation, suspension, non-renewal or impairment of such Permit, except where such suit or proceeding would not and would not reasonably be expected to result in a Parent Company Material Adverse Effect. Each Group Company is in compliance with the terms of Parentthe Material Company Permits, Merger Sub except where non-compliance would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all approvals, filings and registrations with Governmental Entities in the PRC that are material to the operations of the Group Companies as they are being conducted as of the date hereof, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC, including registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective subsidiaries are local counterparts, have been duly completed in all material respects in compliance with applicable PRC Laws. Each Group Company that is organized in the PRC has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital. Since January 1, 2017, except as has not had and would not have a Company Material Adverse Effect, no Group Company is in default, breach or violation of any Law applicable to it or by which any of its properties or assets are bound. To the Knowledge of the Company, since January 1, 2017, no Group Company has received any written notice or communication from any Governmental Entity or stock exchange of any non-compliance with any applicable Laws that has not been cured except for such non-compliance the outcome of which would not have a Company Material Adverse Effect. (b) Except as would not have a Company Material Adverse Effect, no Group Company nor, to the Knowledge of the Company, the respective directors, officers, employees, or agents of each Group Company, in each case acting on behalf of a Group Company, in the course of his or her actions for, or on behalf of, a Group Company has (i) made or given any bribe, rebate, payoff, influence payment, kickback or any other type of payment that would be unlawful under any Anticorruption Law or (ii) made an offer to pay, a promise to pay or a payment or transfer of money or anything else of value or an authorization of such offer, promise, payment or transfer, directly or indirectly, to any Government Official for the purpose of (A) unlawfully influencing any act or decision of such Government Official in his official capacity, (B) unlawfully securing any improper advantage or (C) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Entity, in each case, in order to assist the Group Companies in obtaining or retaining business for or with, or in directing business to, any person. No Group Company has conducted or initiated any formal internal investigation or made a voluntary or other disclosure to any Governmental Entity, or, to the Knowledge of the Company, received any written notice, citation, report or alleged violations of any applicable Anticorruption Law. (c) The Company has complied in all material respects with the terms reporting and/or registration requirements under the applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”) with respect to the registration of such Permitsits Share Incentive Plans with the Governmental Entities in the PRC. As of the date hereof, except where the failure to comply would Company has not reasonably be expected to have a Parent Material Adverse Effect. Since January 1, 2012, none of Parent, Merger Sub or any of their respective subsidiaries has received any written claim or notice that it is not in compliance in all material respects with the terms of any such Permitsinquiries, except for any such claim or notice as would not be material to Parent and its subsidiaries taken as a whole. (ii) Except as has not hadnotifications, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (A) each of Parent, Merger Sub, and each of their respective subsidiaries is not, and since January 1, 2012 has not been, in material violation of or material default under any material law or order of any Governmental Authority, and none of Parent, Merger Sub orders or any other forms of their respective subsidiaries has been given official written notice of, or been charged with, any material violation of any material law or order of any Governmental Authority; and (B) Parent is, and since October 1, 2014 has been, in compliance in all material respects with (1) SOX and (2) the applicable listing standards and corporate governance rules and regulations of the NYSE. (iii) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each of the Parent, Merger Sub, and each of their respective subsidiaries, is, and since January 1, 2012 has been, in compliance in all material respects with (A) all applicable material data protection, privacy, security and other applicable laws governing the collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information (including credit card information), and (B) any material privacy policies, programs or other notices that concern Parent’s, Merger Sub’s or any of their respective subsidiaries’ collection or use of any personal information of any person. Since January 1, 2012, (A) to the knowledge of Parent, there have not been any incidents of material (1) data security breaches, (2) complaints or notices to Parent correspondence from SAFE or any of its subsidiaries, local branches with respect to any actual or (3) audits, proceedings or investigations conducted or claims asserted by any other person (including any Governmental Authority) regarding alleged material non-compliance with the unauthorized or illegal collection or use (including the storage, display, transfer, dissemination SAFE Rules and other disposition) of any personal or other sensitive information of any person, or any material violation of applicable law, by Parent or any of its subsidiaries, and (B) no such claim is pending or, to the knowledge of the Parent, threatened, that, in the case of (A) or (B), individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse EffectRegulations.

Permits; Compliance with Laws and Orders. (ia) Each of Parent, Merger Sub The Company and each of their respective subsidiaries its Subsidiaries hold all Permits permits, licenses, variances, exemptions, easements and/or rights-of-way, orders and approvals of, and have made all required rate, tariff and other filings with all Governmental and Regulatory Authorities necessary to own, lease and operate their respective assets and for the lawful conduct of their respective businesses, except where businesses as currently conducted (the failure to have such Permits would not reasonably be expected to have a Parent Material Adverse Effect. No such Permit is the subject of any suit or proceeding seeking the revocation, suspension, non-renewal or impairment of such Permit, except where such suit or proceeding would not and would not reasonably be expected to result in a Parent Material Adverse Effect. Each of Parent, Merger Sub and each of their respective subsidiaries are in compliance in all material respects with the terms of such “Company Permits, except where the failure to comply would not reasonably be expected to have a Parent Material Adverse Effect. Since January 1, 2012, none of Parent, Merger Sub or any of their respective subsidiaries has received any written claim or notice that it is not in compliance in all material respects with the terms of any such Permits”), except for any failures to hold such claim or notice as would not be material permits, licenses, variances, exemptions, easements and/or rights-of-way, orders and approvals and to Parent and its subsidiaries taken as a whole. (ii) Except as has not had, or would not reasonably be expected to havemake such filings which, individually or in the aggregate, could not be reasonably expected to have a Parent Company Material Adverse Effect: (A) each of Parent, Merger Sub, and each of their respective subsidiaries is not, and since January 1, 2012 has not been, in material violation of or material default under any material law or order of any Governmental Authority, and none of Parent, Merger Sub or any of their respective subsidiaries has been given written notice of, or been charged with, any material violation except as disclosed in Section 3.14(a) of any material law or order of any Governmental Authority; the Selling Shareholder Disclosure Schedule. The Company and (B) Parent is, and since October 1, 2014 has been, its Subsidiaries are in compliance in all material respects with (1) SOX and (2) the applicable listing standards and corporate governance rules and regulations terms of the NYSE. (iii) Except as has not hadCompany Permits, or would not reasonably be expected except failures so to havecomply which, individually or in the aggregate, are not having and could not be reasonably expected to have a Parent Company Material Adverse Effect. (b) Except as disclosed in the Company SEC Reports, each the Company and its Subsidiaries are not in violation of the Parent, Merger Sub, and each of their respective subsidiaries, is, and since January 1, 2012 has been, in compliance in all material respects with (A) all applicable material data protection, privacy, security and other applicable laws governing the collection or use (including the storage, display, transfer, dissemination and other disposition) default under any law or order of any personal Governmental or other sensitive information (including credit card information)Regulatory Authority, and (B) any material privacy policies, programs except for such violations or other notices that concern Parent’s, Merger Sub’s or any of their respective subsidiaries’ collection or use of any personal information of any person. Since January 1, 2012, (A) to the knowledge of Parent, there have not been any incidents of material (1) data security breaches, (2) complaints or notices to Parent or any of its subsidiaries, or (3) audits, proceedings or investigations conducted or claims asserted by any other person (including any Governmental Authority) regarding the unauthorized or illegal collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information of any person, or any material violation of applicable law, by Parent or any of its subsidiaries, and (B) no such claim is pending or, to the knowledge of the Parent, threatened, that, in the case of (A) or (B)defaults which, individually or in the aggregate, has had or would are not having and could not be reasonably be expected to have a Parent Company Material Adverse Effect. (c) The Company has provided Purchaser with a copy of TNMP’s Internal Code of Conduct (the “Code of Conduct”) adopted as part of TNMP’s program to comply with the affiliate transaction rules (the “Affiliate Rules”) of the PUCT. Each interaction between TNMP and First Choice Special Purpose, L.P. and First Choice Power, L.P., each a Texas limited partnership (collectively, “First Choice”), in which a service, good, asset, product, property, right or other item has been transferred or received has been in compliance with the requirements of the Code of Conduct and the Affiliate Rules (in each case, except as may be disclosed in Section 3.14(c) of the Selling Shareholder Disclosure Schedule).

Permits; Compliance with Laws and Orders. (i) Each of Parent, Merger Sub Parent and each of their respective its subsidiaries hold all Permits necessary to own, lease and operate their respective properties and assets and for the conduct of their respective businesses, except where the failure to have such Permits would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. No such Permit is the subject of any suit or proceeding seeking the revocation, suspension, non-renewal or impairment cancellation of such Permit, except where such suit or proceeding would not and would not reasonably be expected to result have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub Parent and each of their respective its subsidiaries are in compliance in all material respects with the terms of such Permits, except where the failure to comply would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 20122016, none of Parent, Merger Sub or neither Parent nor any of their respective its subsidiaries has received any written claim or written notice (or, to the Company’s knowledge, any oral notice) from any Governmental Authority that it is not in compliance in all material respects with the terms of any such Permits, except for any such claim or notice as noncompliance that would not and would not reasonably be material expected to have, individually or in the aggregate, a Parent and its subsidiaries taken as a wholeMaterial Adverse Effect. (ii) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (A) each of Parent, Parent and Merger Sub, Sub and each of their respective subsidiaries is not, and since January 1, 2012 2016 has not been, in material violation of or material default under any material applicable law or order of any Governmental Authority, and none of Parent, Merger Sub or any of their respective subsidiaries has been given written notice of, or been charged with, of any material violation of any material applicable law or order of any Governmental Authority; , and (B) Parent is, and since October January 1, 2014 2016 has been, in compliance in all material respects with (1) SOX and (2) the applicable listing standards and corporate governance rules and regulations of the NYSENASDAQ. (iii) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each of the Parent, Parent and Merger Sub, Sub and each of their respective subsidiaries, is, and since January 1, 2012 2016 has been, in compliance in all material respects with (A) all applicable material data protection, privacy, security and other applicable laws governing the collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information (including credit card information), and (B) any material privacy policies, programs or other notices that concern Parent’s, ’s and Merger Sub’s or any of their respective subsidiaries’ collection or use of any personal information of any person. . (iv) Since January 1, 20122016, (A) to the knowledge of Parent, there have not been any incidents of material (1) data security breaches, (2) written complaints or written notices (or, to the knowledge of Parent, oral complaints or notices) to Parent or any of its subsidiaries, or (3) audits, proceedings or investigations conducted or claims asserted by any other person (including any Governmental Authority), in the case of (1), (2) or (3), regarding the unauthorized or illegal collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information of any person, or any material violation of applicable law, by Parent or any of its subsidiaries, and (B) no such claim is pending or, to the knowledge of the Parent, threatened, that, in the case of (A) or (B), individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.

Permits; Compliance with Laws and Orders. (i) Each of ParentThe Company, Merger Sub its subsidiaries and each of their respective subsidiaries the Company Joint Ventures hold all Permits material permits, licenses, certificates, notices, authorizations, approvals and similar Consents of all Governmental Authorities (“Permits”) necessary to own, lease and operate their respective assets and for the conduct of their respective businesses, except where the failure to have such Permits would not reasonably be expected to have a Parent Material Adverse Effect. No businesses and no such Permit is the subject of any suit or proceeding seeking the revocation, suspension, non-renewal or material impairment of such Permit. The Company, except where such suit or proceeding would not its subsidiaries and would not reasonably be expected to result in a Parent Material Adverse Effect. Each of Parent, Merger Sub and each of their respective subsidiaries the Company Joint Ventures are in compliance in all material respects with the terms of such PermitsPermits and neither the Company, except where nor its subsidiaries nor the failure to comply would not reasonably be expected to have a Parent Material Adverse Effect. Since January 1, 2012, none of Parent, Merger Sub or any of their respective subsidiaries Company Joint Ventures has received any written claim or notice that it is not in compliance in all material respects with the terms of any such Permits, except for any such claim or notice as would not be material to Parent and its subsidiaries taken as a whole. (ii) Except as has not had, or would could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial adverse effect on the Company: (A) each of Parentthe Company, Merger Sub, its subsidiaries and each of their respective subsidiaries is the Company Joint Ventures are not, and since January 1, 2012 has 2011 have not been, in material violation of or material default under any material law or order of any Governmental Authority, and none of Parent, Merger Sub or any of their respective neither the Company nor its subsidiaries nor the Company Joint Ventures has been given written notice of, or been charged with, any material violation of any material law or order of any Governmental Authority; Authority and (B) Parent the Company is, and since October January 1, 2014 2011 has been, in compliance in all material respects with (1) SOX and (2) the applicable listing standards and corporate governance rules and regulations of the NYSE. (iii) Except as has not had, or would could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial adverse effect on the Company, each of the Parent, Merger SubCompany and its subsidiaries, and each of their respective subsidiariesCompany Joint Venture, is, and since January 1, 2012 2011 has been, in compliance in all material respects with (A) all applicable material data protection, privacy, security privacy and other applicable laws governing the collection or use (including the storage, display, transfer, dissemination transfer and other disposition) of any personal or other sensitive information (including credit card information), and (B) any material privacy policies or related policies, programs or other notices that concern Parent’s, Merger Subthe Company’s or any of their respective its subsidiaries’ or any of the Company Joint Ventures’ collection or use of any personal information of any person. Since January 1, 2012, (A) to the knowledge of Parent2011, there have not been any incidents of material (1) data security breachesbreaches or complaints, (2) complaints or notices to Parent or any of its subsidiariesto, or (3) audits, proceedings or investigations conducted or claims asserted by any other person (including any Governmental Authority) regarding the unauthorized or illegal collection or use (including the storage, display, transfer, dissemination transfer and other disposition) of any personal or other sensitive information of any person, person by the Company or any of its subsidiaries or any material violation of applicable law, by Parent or any of its subsidiaries, and (B) no such claim is pending or, to the knowledge of the ParentCompany, threatened, that, in the case of (A) or (B), individually or in the aggregate, has have not had or would and could not reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the Company.

Permits; Compliance with Laws and Orders. (i) Each of Parent, Merger Sub The Company and each of their respective subsidiaries the Company Joint Ventures hold all Permits permits, licenses, certificates, notices, authorizations, approvals and similar Consents of all Governmental Authorities (“Permits”) necessary to own, lease and operate their respective assets and for the conduct of their respective businesses, except where the failure to have such Permits would not reasonably be expected to have a Parent Company Material Adverse Effect. No such Permit is the subject of any suit or proceeding seeking the revocation, suspension, non-renewal or impairment of such Permit, except where such suit or proceeding would not and would not reasonably be expected to result in a Parent Company Material Adverse Effect. Each of Parent, Merger Sub The Company and each of their respective subsidiaries the Company Joint Ventures are in compliance in all material respects with the terms of such Permits, except where the failure to comply would not reasonably be expected to have a Parent Company Material Adverse Effect. Since January 1, 2012, none of Parent, Merger Sub or any of their respective subsidiaries has received any written claim or notice that it is not in compliance in all material respects with the terms of any such Permits, except for any such claim or notice as would not be material to Parent and its subsidiaries taken as a whole. (ii) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: (A) each of Parent, Merger Sub, the Company and each of their respective subsidiaries is the Company Joint Ventures are not, and since January 1, 2012 has 2017 have not been, in material violation of or material default under any material law or order of any Governmental Authority, and none of Parent, Merger Sub or any of their respective subsidiaries neither the Company nor the Company Joint Ventures has been given written notice of, or been charged with, any material violation of any material law or order of any Governmental Authority, including regarding noncompliance with the terms of any Permits referenced in Section 3.01(j)(i); and (B) Parent the Company is, and since October January 1, 2014 2017 has been, in compliance in all material respects with (1) SOX and (2) the applicable listing standards and corporate governance rules and regulations of the NYSENasdaq. (iii) Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each of the Parent, Merger Sub, and each of their respective subsidiaries, is, and since January 1, 2012 has been, in compliance in all material respects with (A) all applicable material data protection, privacy, security and other applicable laws governing the collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information (including credit card information), and (B) any material privacy policies, programs or other notices that concern Parent’s, Merger Sub’s or any of their respective subsidiaries’ collection or use of any personal information of any person. Since January 1, 2012, (A) to the knowledge of Parent, there have not been any incidents of material (1) data security breaches, (2) complaints or notices to Parent or any of its subsidiaries, or (3) audits, proceedings or investigations conducted or claims asserted by any other person (including any Governmental Authority) regarding the unauthorized or illegal collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information of any person, or any material violation of applicable law, by Parent or any of its subsidiaries, and (B) no such claim is pending or, to the knowledge of the Parent, threatened, that, in the case of (A) or (B), individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.

Permits; Compliance with Laws and Orders. (i) Each of ParentThe Company, Merger Sub its Subsidiaries and each of their respective subsidiaries the Joint Ventures hold all Permits permits, licenses, authorizations, franchises, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities (other than environmental permits which are governed by Section 2.15) necessary to own, lease and operate their respective assets and for the lawful conduct of their respective businesses, except where businesses (the failure to have such Permits would not reasonably be expected to have a Parent Material Adverse Effect. No such Permit is the subject of any suit or proceeding seeking the revocation, suspension, non-renewal or impairment of such Permit, except where such suit or proceeding would not and would not reasonably be expected to result in a Parent Material Adverse Effect. Each of Parent, Merger Sub and each of their respective subsidiaries are in compliance in all material respects with the terms of such “Company Permits, except where the failure to comply would not reasonably be expected to have a Parent Material Adverse Effect. Since January 1, 2012, none of Parent, Merger Sub or any of their respective subsidiaries has received any written claim or notice that it is not in compliance in all material respects with the terms of any such Permits”), except for any failures to hold such claim Company Permits which, individually or notice as would in the aggregate, are not be material to Parent having, and its subsidiaries taken as a whole. (ii) Except as has not had, or would not reasonably be expected to have, a material adverse effect on the Company and its Subsidiaries taken as a whole. The Company, its Subsidiaries and the Joint Ventures are in compliance with the terms of the Company Permits, except failures so to comply which, individually or in the aggregate, a Parent Material Adverse Effect: (A) each of Parent, Merger Subare not having, and each of their respective subsidiaries is not, and since January 1, 2012 has not been, in material violation of or material default under any material law or order of any Governmental Authority, and none of Parent, Merger Sub or any of their respective subsidiaries has been given written notice of, or been charged with, any material violation of any material law or order of any Governmental Authority; and (B) Parent is, and since October 1, 2014 has been, in compliance in all material respects with (1) SOX and (2) the applicable listing standards and corporate governance rules and regulations of the NYSE. (iii) Except as has not had, or would not reasonably be expected to have, a material adverse effect on the Company and its Subsidiaries taken as a whole. Except as disclosed in the SEC Reports filed on or prior to the Cutoff Date or Section 2.10 of the Seller Parent Disclosure Letter, the Company, its Subsidiaries and the Joint Ventures are not (and since December 31, 2002, have not been) in violation of or default under any law or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, are not having, and would not reasonably be expected to have, a Parent Material Adverse Effectmaterial adverse effect on the Company and its Subsidiaries taken as a whole. No modification, each suspension or cancellation of any of the Parent, Merger Sub, and each of their respective subsidiaries, is, and since January 1, 2012 has been, in compliance in all material respects with (A) all applicable material data protection, privacy, security and other applicable laws governing the collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information (including credit card information), and (B) any material privacy policies, programs or other notices that concern Parent’s, Merger Sub’s or any of their respective subsidiaries’ collection or use of any personal information of any person. Since January 1, 2012, (A) to the knowledge of Parent, there have not been any incidents of material (1) data security breaches, (2) complaints or notices to Parent or any of its subsidiaries, or (3) audits, proceedings or investigations conducted or claims asserted by any other person (including any Governmental Authority) regarding the unauthorized or illegal collection or use (including the storage, display, transfer, dissemination and other disposition) of any personal or other sensitive information of any person, or any material violation of applicable law, by Parent or any of its subsidiaries, and (B) no such claim Company Permits is pending or, to the knowledge of the Seller Parent, threatened, thatexcept where the modification, in suspension or cancellation of any of the case Company Permits, individually or the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the Company, its Subsidiaries and the Joint Ventures, and no notice of (A) or (B)violation of any of the Company Permits has been received or, to the knowledge of the Seller Parent, threatened, except for violations of any of the Company Permits that would not, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the Company. With respect to any of the Company Permits that are required to be renewed or reissued in order for the Company to continue its business as conducted on the date hereof, to the knowledge of the Seller Parent, there are no actions, events or circumstances that could reasonably be expected to adversely affect the renewal, extension or reissuance of any such Company Permit, except those that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.