Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity, necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (ai) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is and its Subsidiaries are in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orderslistings, registrations registrations, clearances, orders and clearances of any Governmental Entity, other authorizations necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO and its Subsidiaries to own, lease and operate its their respective properties and assets, assets and to carry on and operate its their respective businesses as currently conducted now being conducted, under and pursuant to all applicable Laws (the “Company Permits”), and (ii) all such Company Permits are in full force and effecteffect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to holdbe in possession of, or the failure to be in full force and effect ofor the suspension, any Company Permitscancellation, individually withdrawal or in the aggregate, revocation thereof has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO ishad, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since Since January 1, 2008 has been2019, the Company and its Subsidiaries have been and are in conflict with, default under or violation of any Law compliance with (i) all applicable to the Company, any Laws and (ii) all Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affectedPermits, except for where any conflictsfailure to be in such compliance has not had, defaults or violations thatand would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Since January 1, 2019 through the date of this Agreement, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor any of their respective directors, officers or employees has received any written or oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries is, or is suspected of, alleged to be or under investigation for being, not in compliance in all material respects with any Laws or Company Permits.

Permits; Compliance with Laws. (a) The CompanyCompany and each of its Subsidiaries has in effect all rights, each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easementsapprovals, authorizations, registrations, certifications, filings, franchises, licenses, permits, consents, certificates, variances, exemptions, exceptionswaivers, permissionsOrders, qualificationsnotices and permits of, approvalswith or provided by all Governmental Entities and third parties (collectively, orders, registrations and clearances of any Governmental Entity, “Permits”) necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease and or operate its properties respective properties, rights and assets, other assets and to carry on its business and operate its businesses operations as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effectconducted, except where the failure to hold, or the failure to be in full force and effect of, have any Company of such Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since Since January 1, 2008 2010, no default under, or violation of, any such Permit has been, in compliance in all respects with the terms of the Company Permitsoccurred, except where the failure to be in compliance would not reasonably be expected to havefor any such default or violation that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, there has not been threatened, any revocation, modification, cancellation or transfer of any such Permit that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except Except for any conflicts, defaults or violations such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation , each of the Company and its Subsidiaries and, to the Knowledge of the Company, each third-party operator of any of the Oil and Gas Interests (with respect to such Interests) is, and since January 1, 2009 has been, in compliance with applicable Law and Orders. (c) Each of the Company and its Subsidiaries (i) is in compliance in all material respects with the U.S. Foreign Corrupt Practices Act (the “Foreign Corrupt Practices Act”) and any other U.S. or foreign Laws concerning corrupt payments applicable to the Company or its Subsidiaries and (ii) to the Knowledge of the Company, between January 1, 2009 and the date of this Agreement, none of the Company and its Subsidiaries has been investigated by any Governmental Entity with respect to the Companyto, or given notice by a Governmental Entity of, any violation by the Company Subsidiary, or, to the knowledge or any of its Subsidiaries of the Company, VELCO, is pending, nor, to the knowledge of the Company, has Foreign Corrupt Practices Act or any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary other U.S. or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectforeign Laws concerning corrupt payments.

Permits; Compliance with Laws. (a) The CompanyExcept as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is are in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, ordersproduct listings, registrations registrations, Orders and clearances of other authorizations, including any Governmental Entitysupplements and amendments thereto, necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its their respective properties and assets, and assets in accordance with all Laws or to carry on and operate its their respective businesses as currently conducted in accordance with all Laws (the “Company Permits”), and (ii) all such Company Permits are in full force and effect, (iii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit, (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened and (v) the consummation of the transactions contemplated hereby will not cause the revocation or cancellation of any Company Permit. (b) The Company, each Company Subsidiary and each of their respective directors, officers and employees, to the extent acting on behalf of the Company or any Company Subsidiary, have been, since January 1, 2020, in compliance with (i) all Laws and (ii) all Company Permits, except where the failure to hold, or the any failure to be in full force such compliance (A) has not had, and effect of, any Company Permitswould not reasonably be expected to have, individually or in the aggregate, has not had and a Company Material Adverse Effect, or (B) would not reasonably be expected to have a Company Material Adverse Effect. The Companyprevent, each materially impair or materially delay the ability of the Company Subsidiaries andto consummate the Merger and the other transactions contemplated hereby. (c) Since January 1, 2020, neither the Company nor any Company Subsidiary nor, to the knowledge Knowledge of the Company, VELCO any of their respective directors, officers or employees, to the extent acting on behalf of the Company or any of the Company Subsidiaries, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company or any Company Subsidiary is, and since January 1or is suspected of, 2008 has beenalleged to be or under investigation for being, not in compliance in all respects with the terms of the any Laws or Company Permits, except where the failure to be in compliance as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Each of the Company, VELCO, Company and its Subsidiaries is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variancesregistrations, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity, Entity (“Permits”) necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease and operate its properties and assets, assets and to carry on and operate its businesses business as currently it is now being conducted in compliance with applicable Laws (collectively, the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to holdhold such Company Permits (excluding Company Regulatory Permits), or the failure to be in full force and effect ofeffect, any Company Permits, individually or in the aggregate, has not had and would not be reasonably be expected to have a Company Material Adverse Effect. The Company, each No suspension or cancellation of any of the Company Subsidiaries andPermits is pending or, to the knowledge Knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permitsthreatened, except where the failure to be in compliance such suspension or cancellation would not be reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. (b) None of the Company. The Company and its Subsidiaries are not in violation or breach of, or default under, any Company Subsidiary orPermit, except where such violation, breach or default would not be reasonably expected to result in a Company Material Adverse Effect. As of the date of this Agreement, to the knowledge Company’s Knowledge, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company, VELCO is, Company or since January 1, 2008 has been, in conflict with, default under or violation any of any Law applicable to the Companyits Subsidiaries under, any Company Subsidiary orPermit (in each case, to the knowledge with or without notice or lapse of the Company, VELCO time or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affectedboth), except for any conflictsviolations, defaults breaches, defaults, losses or violations that, individually or in the aggregate, have not had and accelerations that would not reasonably be expected to have a Company Material Adverse Effect. No investigation such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigationthis Agreement, except for such investigations the outcomes of whichviolations, if determined adversely breaches, defaults, losses or accelerations that would not reasonably be expected to the Company, any result in a Company Subsidiary or VELCO, individually or in the aggregate, have not had and Material Adverse Effect. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the businesses of the Company and its Subsidiaries is, and since December 31, 2012 has been, operated and conducted in compliance with all applicable Laws and (ii) neither the Company nor any of its Subsidiaries is, or since December 31, 2012, has been, in conflict with, or in default or violation of, (A) any Laws applicable to the Company or such Subsidiary or by which any of the Company Assets is bound or (B) any Company Permits.

Permits; Compliance with Laws. (a) The CompanyExcept as would not reasonably be expected to have a Company Material Adverse Effect, each Company Subsidiary and, to the knowledge of the Company, VELCO, Company and its Subsidiaries is in possession of all franchises, grants, easements, authorizations, licenses, permitseasements, variances, exceptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity, Entity (“Permits”) necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease and operate its properties and assets, and assets or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to . Except as would not reasonably be in full force and effect of, any Company Permitsexpected, individually or in the aggregate, has not had to result in a material liability to the Company and its Subsidiaries or otherwise interfere in any material respect with the conduct of their respective businesses as now being conducted, no suspension or cancellation of any of the Company Permits is pending or threatened, and no such suspension or cancellation will result from the transactions contemplated by this Agreement. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to haveexpected, individually or in the aggregate, to result in a material liability to the Company Material Adverse Effectand its Subsidiaries or otherwise interfere in any material respect with the conduct of their respective businesses as now being conducted, neither the Company nor any of its Subsidiaries is, or has been since January 1, 2011, in conflict with, or in default or violation of, (i) any Laws applicable to the Company or such Subsidiary or by which any of the Company Assets is bound or (ii) any Company Permits. (bc) None of the Company, any Company Subsidiary of its Affiliates or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset Knowledge of the Company, any of their respective directors, officers, employees, consultants, sales representatives, distributors, agents or any other Person acting for or on behalf of the Company Subsidiary oror any of its Affiliates, has (i) used any funds for unlawful contributions, gifts, bribes, rebates, payoffs, influence payments, kickbacks, entertainment or other unlawful payments relating to political activity or (ii) violated any applicable money laundering or anti-terrorism Law. The Company and its Affiliates and, to the knowledge Knowledge of the Company, VELCO is bound or affectedtheir respective directors, except for any conflictsofficers, defaults or violations thatemployees and, individually or to the Knowledge of the Company, consultants, sales representatives, distributors, agents and business partners have complied at all times, and are in the aggregatecompliance, have not had with all applicable U.S. and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity non-U.S. anti-corruption laws with respect to the Company, including, but not limited to, the U.S. Foreign Corrupt Practices Act, as amended (15 U.S.C. §§ 78dd-1 et seq.). In this regard, the Company and its Affiliates and, to the Knowledge of the Company, their respective directors, officers, employees, consultants, sales representatives, business partners, distributors, agents or any other Person acting for or on behalf of the Company Subsidiaryor any of its Affiliates, have not given, offered, agreed or promised to give, or authorized the giving directly or indirectly, of any money or other thing of value to anyone as an inducement or reward for favorable action or forbearance from action or the exercise of influence. (d) Since September 1, 2007, none of the Company or its Subsidiaries has intentionally or, to the knowledge Knowledge of the Company, VELCOotherwise violated the Arms Export Control Act (22 U.S.C. § 2778), is pendingthe International Traffic in Arms Regulation (22 C.F.R. §§ 120 et seq.), northe Export Administration Regulations (15 C.F.R. §§ 730 et seq.), the International Emergency Economic Powers Act, all Laws and Orders promulgated under the authority of such statutes, and all Laws and Orders that are administered by OFAC (collectively, the “Export Control Laws”). Since September 1, 2007, none of the Company or any of its Subsidiaries has received any written or, to the knowledge Knowledge of the Company, has any Governmental Entity indicated to other communication that alleges that the Company an intention to conduct or any such investigationof its Subsidiaries is not, except for such investigations the outcomes of whichor may not be, if determined adversely to the Companyin compliance with, or has or may have, any Company Subsidiary or VELCOliability under, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectExport Control Laws.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Entity, Entity (each a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted as of the date hereof (the “Company Permits”), and all such Company Permits are in full force and effect, in each case except where the failure to hold, or the failure to be in full force and effect of, any Company Permitsas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, suspension or cancellation of any Company Subsidiary, Permits is pending or, to the knowledge of the Company, VELCOthreatened in writing and no such suspension or cancellation will result from the transactions contemplated by this Agreement, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, in each case except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company and each of the Company Subsidiaries is, and since December 31, 2023, has been, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and properties or assets, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no investigation, review or proceeding by any Governmental Entity with respect to the Company or any of the Company Subsidiaries or their operations is pending or, to the knowledge of the Company, threatened in writing, and, to the knowledge of the Company, no Governmental Entity has indicated an intention to conduct the same. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of the Company Subsidiaries, nor, to the knowledge of the Company, any director, trustee, officer or employee of the Company or any of the Company Subsidiaries, has (i) knowingly used any corporate or trust funds, as applicable, for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, or (iii) taken any action, directly or indirectly, that would constitute a violation in any material respect by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, franchises, grants, consents, qualifications, permissions, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity, Entity necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to holdhave, or the suspension or cancellation of, or the failure to be in full force and effect of, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All Company Permits are valid and in full force and effect, except where the failure to be in full force and effect would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company, Company and each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, Subsidiary is in compliance in all respects with the terms and requirements of the such Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of Neither the Company, Company nor any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, is in conflict with, default under or violation of of, any Law applicable to the Company, Company or any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, Company or any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No To the knowledge of the Company, no investigation by any Governmental Entity with respect to the Company, Company or any Company Subsidiary, or, to the knowledge of the Company, VELCO, Subsidiary is pending, nor, to the knowledge of the Company, nor has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations investigations, the outcomes of which, which if determined adversely to the Company, Company or any Company Subsidiary or VELCOSubsidiary, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, and its Subsidiaries have (whether directly or pursuant to Contracts in which third parties have effectively granted to the knowledge Company or its Subsidiaries the rights of the Companysuch third parties) in effect all certificates, VELCO, is in possession of all franchises, grants, easements, authorizationspermits, licenses, permitsfranchises, consentsapprovals, certificates, variances, exemptions, exceptions, permissionsconcessions, qualifications, approvalsregistrations, orders, registrations certifications and clearances of similar authorizations from any Governmental EntityEntity (collectively, “Permits”) that are necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO and its Subsidiaries to own, lease and or operate its their properties and assets, assets and to carry on and operate its their businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effectconducted, except where the failure to hold, or the failure to be in full force and effect of, any Company have such Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The CompanySince December 31, 2010, each of the Company and its Subsidiaries andhas been in compliance with, and to the knowledge Knowledge of the CompanyCompany is not under investigation with respect to or has not been threatened to be charged with any violation of, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permitsits Permits and all applicable Laws and Judgments, except where the failure for those failures to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by Neither the Company nor any of its Subsidiaries has received any notification since December 31, 2010 from any Governmental Entity with respect that alleges that the Company or any of its Subsidiaries is not in compliance in all material respects with, or is subject to any material liability under, any material Permit, Law or Judgment or relating to the Company, revocation or modification of any Company Subsidiary, or, to the knowledge of the Company, VELCO, material Permit. There is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to no Judgment outstanding against the Company an intention or any of its Subsidiaries that is or would reasonably be expected to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOhave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) None of the Company, any of its Subsidiaries, or to the Company’s Knowledge, any of their respective directors, officers, consultants, agents or other Persons acting for or on their behalf, has taken any action that would result in a violation in any material respect by such Person of the Foreign Corrupt Practices Act (15 U.S.C. §§ 78m(b), 78dd-1, 78dd-2, 78ff), The Bribery Act of 2010 of the United Kingdom, or any other anti-corruption or anti-bribery Law (but, in each case, only to the extent such Law is applicable to the Company, its Subsidiaries or such Persons). The Company has instituted and maintained policies and procedures designed to prevent such Persons from taking such actions (but, in each case, only to the extent such Law is applicable to the Company, its Subsidiaries or such Persons). (c) This Section 4.13 does not relate to environmental matters, employee benefit matters, labor relations matters or Tax matters.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity, Entity necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, Company and each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 2009 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, Company or any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 2009 has been, in conflict with, default under or violation of any Law applicable to the Company, Company or any Company Subsidiary orSubsidiary, to the knowledge of the Company, VELCO or by which any property or asset of the Company, Company or any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, Company or any Company Subsidiary, or, to the knowledge of the Company, VELCO, Subsidiary is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, Company or any Company Subsidiary Subsidiary, individually or VELCOin the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, none of the Company or any of the Company Subsidiaries have received any notice or communication of any noncompliance with any such Laws that has not been cured which, if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (ai) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is and its Subsidiaries are in possession of all material franchises, grants, easements, authorizations, licenses, permits, consents, certificateseasements, variances, exemptions, exceptionsconsents, permissions, qualificationscertificates, approvals, ordersregistrations, registrations clearances, orders and clearances of any Governmental Entity, other authorizations necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO and its Subsidiaries to own, lease and operate its their respective properties and assets, assets and to carry on and operate its their respective businesses as currently conducted now being conducted, under and pursuant to all applicable Laws (the “Company Permits”), and (ii) all such Company Permits are in full force and effecteffect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to holdbe in possession of, or the failure to be in full force and effect ofor the suspension, any Company Permitscancellation, withdrawal or revocation thereof has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole. (b) Since December 31, 2016, the Company and its Subsidiaries have been and are in compliance with (i) all applicable Laws and (ii) all Company Permits, except where any failure to be in such compliance has not had been, and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to havebe, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. (bc) None Since December 31, 2016, through the date of this Agreement, none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any Company Subsidiary of their respective directors, officers or employees has received any written or, to the knowledge Knowledge of the Company, VELCO isoral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries is not in compliance with, or since January 1is under investigation with respect to any failure to comply with, 2008 any Laws or Company Permits, except where any failure to be in such compliance has not been, in conflict with, default under or violation of any Law applicable and would not reasonably be expected to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations thatbe, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated materially adverse to the Company an intention to conduct any such investigationand its Subsidiaries, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have taken as a Company Material Adverse Effectwhole.

Permits; Compliance with Laws. (a) The Each of the Company, each Company Subsidiary the Operating Trust, the U.S. Subsidiaries and the Foreign Subsidiaries and, to the knowledge of the Company, VELCOthe JV Entities, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Authority or Foreign Governmental Entity, as applicable, necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease and operate its properties and assets, and or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to holdpossess, obtain or maintain the Permits, or the failure to be in full force and effect suspension or cancellation of, any Company Permitsof the Permits would not, individually or in the aggregate, has not had and would not be reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by suspension or cancellation of any Governmental Entity with respect to the Company, any Company Subsidiary, Permits is pending or, to the knowledge of the Company, VELCOthreatened, is pending, nor, to and no such suspension or cancellation will result from the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigationtransactions contemplated by this Agreement, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOin each case as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in Section 4.06(b) of the Disclosure Schedule, none of the Company, the Operating Trust, any U.S. Subsidiary, or any Foreign Subsidiary nor, to the knowledge of the Company, any JV Entity, is in conflict with, or in default, breach or violation of, (i) any Laws applicable to the Company, the Operating Trust, or any U.S. Subsidiary or JV Entity or any laws applicable to the Foreign Subsidiaries by which any property or asset of the Company, the Operating Trust, any U.S. Subsidiary, any JV Entity or any Foreign Subsidiary is bound or (ii) any Permit, except for any such conflicts, defaults, breaches or violations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is its Subsidiaries have in possession of effect all franchises, grants, easementsapprovals, authorizations, registrations, certifications, filings, franchises, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations notices and clearances of any permits of, with or provided by all Governmental Entity, Entities and third parties necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease and or operate its properties properties, rights and assets, other assets and to carry on its business and operate its businesses operations as currently conducted (the collectively, “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, have any Company of such Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The CompanyNo default under, each of the Company Subsidiaries andor violation of, to the knowledge of the Company, VELCO is, and since January 1, 2008 any such Permit has been, in compliance in all respects with the terms of the Company Permitsoccurred, except where the failure to be in compliance would not reasonably be expected to havefor any such default or violation that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The consummation of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement, in and of themselves, would not cause, and to the Company’s Knowledge there has not been threatened in writing, any revocation, modification, cancellation or transfer of any such Permit that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except Except for any conflicts, defaults or violations those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation , since December 31, 2009, (i) each of the Company and its Subsidiaries is and has been in compliance with all Laws and Orders applicable to it, its properties, rights or other assets or its businesses or operations, (ii) neither the Company nor any of its Subsidiaries has received any written communication from a Governmental Entity that alleges that the Company nor any of its Subsidiaries is not in compliance with any Law and (iii) to the Company’s Knowledge, as of the date hereof, none of the officers, directors, or agents (in their capacity as such) of the Company or any of its Subsidiaries is or has been in violation of any Law applicable to its properties, rights or other assets or its businesses or operations relating to (A) the use of corporate funds for political activity or for the purpose of obtaining or retaining business, (B) payments to government officials from corporate funds, or (C) bribes, rebates, payoffs, influence payments, kickbacks or the provision of similar benefits. (c) The Company and its Subsidiaries (i) are in compliance and have been in compliance in all material respects with the United States Foreign Corrupt Practices Act (the “Foreign Corrupt Practices Act”) and any other United States or foreign Laws concerning corrupt payments; and (ii) between January 1, 2009 and the date of this Agreement, the Company has not been investigated by any Governmental Entity with respect to the Companyto, or given notice by a Governmental Entity of, any violation by the Company Subsidiary, or, to the knowledge or any of its Subsidiaries of the Company, VELCO, is pending, nor, to the knowledge of the Company, has Foreign Corrupt Practices Act or any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary other United States or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectforeign Laws concerning corrupt payments.

Permits; Compliance with Laws. (ai) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of hold all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, ordersproduct listings, registrations registrations, clearances, Orders and clearances of other authorizations, including any Governmental Entitysupplements and amendments thereto, necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its their respective properties and assets, and assets in accordance with all Laws or to carry on and operate its their respective businesses as currently conducted in accordance with all Laws (the “Company Permits”)) except where the failure to obtain or have any such Company Permit would not, and individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (ii) all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company Permitsas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each (iii) there has occurred no violation of, default (with or without notice or lapse of the time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Subsidiaries andPermit and (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is pending or, to the knowledge Knowledge of the Company, VELCO isthreatened. The consummation of the transactions contemplated hereby, will not cause the revocation or cancellation of any Company Permit that is material to the Company. (b) The Company and each Company Subsidiary are, and have been since January 1, 2008 has beenthe Reference Date, in compliance in with (i) all respects with the terms of the Laws and (ii) all Company Permits, except except, for each of (i) and (ii), where the any failure to be in such compliance (A) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations in accordance with this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated hereby. (bc) None of Since the CompanyReference Date, neither the Company nor any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset Knowledge of the Company, any Company Subsidiary of their respective directors, officers or employees, has received any written or, to the knowledge Knowledge of the Company, VELCO oral notification from a Governmental Authority or other Person asserting that the Company or any Company Subsidiary is, or is bound suspected of, alleged to be or affectedunder investigation for being, not in compliance with any Laws or Company Permits, except for any conflicts, defaults or violations thatsuch non-compliance that would not be reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) (i) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is and its Subsidiaries are in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, ordersregistrations, registrations clearances, orders and clearances of any Governmental Entity, other authorizations necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO and its Subsidiaries to own, lease and operate its their respective properties and assets, assets and to carry on and operate its their respective businesses as currently conducted now being conducted, under and pursuant to all applicable Laws (the “Company Permits”), and (ii) all such Company Permits are in full force and effecteffect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to holdbe in possession of, or the failure to be in full force and effect ofor the suspension, any Company Permitscancellation, individually withdrawal or in the aggregate, revocation thereof (a) has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO ishad, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Effect and (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations thatwould not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (b) Since December 31, 2015, the Company and its Subsidiaries have been and are in compliance with (i) all applicable Laws and (ii) all Company Permits, except where any failure to be in such compliance (a) has not had had, and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOhave, individually or in the aggregate, have a Company Material Adverse Effect and (b) would not had reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (c) Since December 31, 2015, through the date of this Agreement, none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries is not in compliance with, or is under investigation with respect to any failure to comply with, any Laws or Company Permits, except where any failure to be in such compliance (a) has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

Permits; Compliance with Laws. (ai) The CompanyCompany and its Subsidiaries possess all certificates, each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizationspermits, licenses, permitsfranchises, consentsapprovals, certificates, variances, exemptions, exceptions, permissionsconcessions, qualifications, approvalsregistrations, orders, registrations certifications and clearances of similar authorizations from any Governmental EntityEntity (collectively, “Permits”) that are necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO them to own, lease and lease, operate its or otherwise hold their properties and assets, assets and to carry on and operate its their businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company Permitspossess a Permit, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Neither the Company nor any of its Subsidiaries has received any communication since January 1, 2015 from any person that alleges that the Company or any of its Subsidiaries is not in compliance with, or is subject to liability under, any Permit or relating to the revocation or modification of any Permit that, individually or in the aggregate, is or would reasonably be expected to be material and adverse to the Company and its Subsidiaries, taken as a whole. (ii) Each of the Company, each of the Company its Subsidiaries and, to the knowledge of the Company, VELCO the Controlled Affiliate is, and has been since January 1, 2008 has been2015, in compliance in with all respects with the terms of the Company Permitsapplicable Laws, except where the failure to be in compliance would not reasonably be expected to havefor such noncompliance that, individually or in the aggregate, is not and would not reasonably be expected to be material and adverse to the Company and its Subsidiaries, taken as a Company Material Adverse Effect. (b) None whole, and, to the knowledge of the Company, no facts or circumstances exist that are reasonably likely to give rise to a violation of, or a liability under, any applicable Law that, individually or in the aggregate, would reasonably be expected to be material and adverse to the Company Subsidiary and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, the Controlled Affiliate, has received any written communication since January 1, 2015 from any person that alleges that the Company or any of its Subsidiaries or the Controlled Affiliate is not in compliance with, or is subject to liability under, any applicable Law that, individually or in the aggregate, is or would reasonably be expected to be material and adverse to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, the Controlled Affiliate, has received any written notice that any potentially material investigation or review by any Governmental Entity is pending with respect to the Company or any of its Subsidiaries or the Controlled Affiliate or any of the assets or operations of any of them or that any such investigation or review is contemplated and, to the knowledge of the Company, no facts or circumstances exist that are reasonably likely to give rise to any such investigation or review with respect to the Company or any of its Subsidiaries or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectControlled Affiliate.

Permits; Compliance with Laws. (a) The CompanyCompany and the Company Subsidiaries are in possession of all franchises, each grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted (collectively, the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity, necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effectthreatened, except where the failure to holdhave, or the failure to be in full force and effect suspension or cancellation of, any of the Company PermitsPermits would not reasonably be expected to have, individually or in the aggregate, has not had a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company, each Except as set forth in Section 4.06(a) of the Company Subsidiaries andDisclosure Schedule, to the knowledge of the Companysince August 31, VELCO is1997, and since January 1, 2008 has been, in compliance in all respects with the terms of neither the Company Permitsnor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except where the failure for written notices relating to be in compliance possible conflicts, defaults or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The CompanyEach Group Company is in possession of all material franchises, each grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group Company Subsidiary andto own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). No suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, VELCOthreatened, is except, in possession of all franchiseseach case, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances where the suspension or cancellation of any Governmental Entity, necessary for the Company, each Material Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company PermitsPermit would not, individually or in the aggregate, has not had and reasonably be expected to have a Company Material Adverse Effect. (b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). The Company, each of the Company Subsidiaries and, to To the knowledge of the Company, VELCO is, and since January 1, 2008 no Group Company has been, in received any written notice or communication from any applicable Governmental Authority of any material non-compliance in all respects with the terms of the any applicable Laws or Material Company PermitsPermits that has not been cured, except where the failure to be in for any non-compliance that would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (bd) None All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to 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 local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital. (e) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, the knowledge of the Company, any agent of the Company Subsidiary or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to: (i) any Governmental Official in order to improperly (A) influence any act or decision of any Governmental Official, (B) induce such Governmental Official to use his or its influence with a Governmental Authority or (C) otherwise secure any improper advantage. (ii) any other person in any manner that would constitute commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law. (f) No Governmental Official or Governmental Entity presently owns an interest, whether direct or indirect, in any Group Company or has any legal or beneficial interest in the Company or to payments made to the Company pursuant to this Agreement. (g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws and generally accepted accounting principles. (h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated or is operated not in compliance with, any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation. (i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectthreatened.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental EntityEntity (each, a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to holdpossess, or the failure to be in full force and effect of, any Company PermitsPermits would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Since January 1, 2016, the Company and each of the Company Subsidiaries has been in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities, except for such non-compliance that has not had, and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) To the knowledge of the Company, neither the Company, nor the Company Subsidiaries, nor any of their respective employees, representatives or agents (in each case, acting in the capacity of an employee or representative of the Company or the Company Subsidiaries) has (i) used any funds (whether of the Company, the Company Subsidiaries or otherwise) for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or (iii) violated any provision of any Anti-Corruption Laws or any rules or regulations promulgated thereunder, anti-money laundering laws or any rules or regulations promulgated thereunder or any applicable Law of similar effect. Since January 1, 2016, the Company has not received any communication that alleges any of the foregoing.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Each of the Company, VELCO, Company and its Subsidiaries is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variancesregistrations, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity, Entity (“Permits”) necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease and operate its properties and assets, and assets or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to holdhold such Company Permits, or the failure to be in full force and effect effect, would not be reasonably expected to result in a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where such suspension or cancellation would not be reasonably expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation or breach of, or default under, any Company PermitsPermit, except where such violation, breach or default would not be reasonably expected to result in a Company Material Adverse Effect. No event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its Subsidiaries under any Company Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement, except for violations, breaches, defaults, losses or accelerations that would not would not reasonably be expected to result in a Company Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries is, and since January 1, 2005, neither the Company nor any of its Subsidiaries has been in conflict with, or in default or violation of, (i) any Laws applicable to the Company or such Subsidiary or by which any of the Company Assets is bound or (ii) any Company Permit, except for any such conflict, violation or default that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Except as set forth in Section 4.06(a) of the Disclosure Schedule, each of the Company, each Company Subsidiary the Operating Partnership and the other Subsidiaries and, to the knowledge of the Company, VELCOthe JV Entities, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Entity, Authority necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease and operate its properties and assets, and or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to holdpossess the Permits, or the failure to be in full force and effect suspension or cancellation of, any Company Permitsof the Permits would not, individually or in the aggregate, has not had be reasonably expected to have a Company Material Adverse Effect. No suspension or cancellation of any Permits is pending or, to the knowledge of the Company, threatened, and no such suspension or cancellation will result from the transactions contemplated by this Agreement, except, in each case, as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The . (b) Except as set forth in Section 4.06(b) of the Disclosure Schedule, none of the Company, each of the Company Subsidiaries andOperating Partnership, any other Subsidiary nor, to the knowledge of the Company, VELCO isany JV Entity is in conflict with, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregatedefault, a Company Material Adverse Effect. breach or violation of, (bi) None of any Laws applicable to the Company, the Operating Partnership, any Company other Subsidiary or, to the knowledge of the Company, VELCO isany JV Entity, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, the Operating Partnership, any Company other Subsidiary or, to the knowledge of the Company, VELCO any JV Entity is bound or affected(ii) any Permit, in each case except for any such conflicts, defaults defaults, breaches or violations thatwhich would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity, necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses Except as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None , as of the Companydate of this Agreement, the Company and its Subsidiaries have in effect all certificates, permits, licenses, franchises, approvals, concessions, qualifications, registrations, certifications and similar authorizations from any Governmental Entity (collectively, “Permits”) that are necessary for the Company Subsidiary orand its Subsidiaries to own, lease or operate their properties and assets and to carry on their businesses as currently conducted. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and its Subsidiaries is, and since March 1, 2017 has been, in compliance with all applicable Laws and Judgments. As of the date of this Agreement, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) to the knowledge of the Company, VELCO isneither the Company nor any of its Subsidiaries has received any written communication since March 1, 2017, from any person that alleges that the Company or any of its Subsidiaries is not in compliance with, or since January 1is subject to liability under, 2008 has beenany Permit, in conflict with, default under Law or violation Judgment or relating to the revocation or modification of any Law applicable to the CompanyPermit, any Company Subsidiary or, and (ii) to the knowledge of the Company, VELCO neither the Company nor any of its Subsidiaries has received any notice that any investigation or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation review by any Governmental Entity is pending with respect to the Company, Company or any Company Subsidiary, or, to the knowledge of its Subsidiaries or any of the Company, VELCO, is pending, nor, to the knowledge assets or operations of the Company, has Company or any Governmental Entity indicated to the Company an intention to conduct of its Subsidiaries or that any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary investigation or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectreview is contemplated.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is and its Subsidiaries are in possession of all requisite franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations Consents and clearances of any Governmental Entity, certificates necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and Subsidiaries to carry on and operate its businesses their business as currently it is now being conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, effect and no suspension or the failure to be in full force and effect of, cancellation of any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries andPermits is pending or, to the knowledge Knowledge of the Company, VELCO isthreatened, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except or where the failure to be in compliance possession of or be in full force and effect, or the suspension or cancellation of, any of the Company Permits would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Company Impairment Effect. (b) None of the CompanyThe Company and its Subsidiaries are, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or and since January 1, 2008 has 2020 have been, in conflict withcompliance with all applicable Laws except as would not have, default under or violation of any Law applicable reasonably be expected to the Companyhave, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, either individually or in the aggregate, have not had and a Company Material Adverse Effect. Since January 1, 2020, neither the Company nor any of its Subsidiaries has been given written notice of or been charged with any violation of, any applicable Law except, as would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Companybe, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, either individually or in the aggregate, have material to the Company and its Subsidiaries taken as a whole. (c) As of the date hereof, Home Point Financial Corporation, a wholly owned subsidiary of the Company (“HPF”), (A) is approved and in good standing as an issuer of the Government National Mortgage Association, a “Seller/Servicer” of the Federal National Mortgage Corporation and the Federal Home Loan Mortgage Corporation, and a lender and servicer of the Federal Housing Administration, the Veterans Administration and the United States Department of Agriculture (each of the forgoing entities, a “Mortgage Agency”), (B) has not had received any written notice of any cancellation or suspension of, or material limitation on, its status as an approved issuer, “Seller/Servicer” or lender, as applicable, by any of the Mortgage Agencies, and (C) has not received any written notice indicating that any event has occurred or any circumstance exists that could reasonably be expected to result in HPF or any of its subsidiaries not maintaining its Servicing Rights in respect of any Servicing Agreement with a Mortgage Agency or other third party except, in each case, as would not reasonably be expected to have be, either individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole. For purposes of this Agreement, (x) “Servicing Agreement” means any contract pursuant to which the Company Material Adverse Effector any of its Subsidiaries, or Parent or any of its Subsidiaries, as the context requires, is obligated to a third party to administer, collect and remit payments of principal and interest, to collect and forward payments of Taxes and insurance, to administer escrow accounts, and/or to foreclose, repossess or liquidate collateral after default, in each case for any Mortgage Loan, and (y) “Mortgage Loan” means any United States individual one-to-four family residential mortgage loan or other extension of credit for a personal, family, or household use secured by a Lien on United States real property of a borrower.

Permits; Compliance with Laws. (a) The CompanyCompany and the Company Subsidiaries are in possession of (i) all franchises, each grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary andto own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, VELCO, is threatened against the Company or any Company Subsidiary that could reasonably be expected to result in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances the suspension or cancellation of any Governmental EntityCompany Permit, necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all except any such Company Permits are in full force and effect, except Permit where the failure such suspension or cancellation could not reasonably be expected to hold, or the failure to be in full force and effect of, any Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each Except as set forth in Section 4.06(a) of the Company Subsidiaries andDisclosure Schedule, to the knowledge of the Companysince June 30, VELCO is1996, and since January 1, 2008 has been, in compliance in all respects with the terms of neither the Company Permitsnor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except where the failure for written notices relating to be in compliance would possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None Except as disclosed on Section 4.06(b) of the CompanyCompany Disclosure Schedule, since June 30, 1996, there have been no written notices, citations or decisions by any governmental or regulatory body that any product produced, manufactured or marketed at any time by the Company Subsidiary oror any of the Company Subsidiaries (the "COMPANY PRODUCTS"), other than a Company Third Party Product (as defined below), is defective or fails to meet any applicable standards promulgated by any such governmental or regulatory body, and no officer of the Company or any of the Company Subsidiaries knows of any such defect or failure. In the case of products which are produced or manufactured by third parties and are distributed by the Company or any of the Company Subsidiaries (the "COMPANY THIRD PARTY PRODUCTS"), to the knowledge of any of the Companyofficers of the Company or any of the Company Subsidiaries, VELCO isthere have been no written notices, citations or since January 1decisions by any governmental or regulatory body that any Company Third Party Product distributed at any time by the Company or any of the Company Subsidiaries is defective or fails to meet any applicable standards promulgated by any such governmental or regulatory body, 2008 has been, in conflict with, default under and none of the officers of the Company or violation any of the Company Subsidiaries knows of any Law such defect or failure. The Company and each of the Company Subsidiaries has complied with the laws, regulations, policies, procedures and specifications applicable to the Company, any Company Subsidiary or, with respect to the knowledge design, manufacture, labelling, testing and inspection of Company Products in the United States and the operation of manufacturing facilities in the United States promulgated by the United States Food and Drug Administration (the "FDA"), and has complied with the laws, regulations, policies, procedures and specifications applicable to the Company or such Company Subsidiary, as applicable, in any jurisdiction outside the United States with respect to the design, manufacture, labelling, testing and inspection of Company Products and the operation of manufacturing facilities outside of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, United States except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to Except as disclosed on Section 4.06(b) of the CompanyCompany Disclosure Schedule, any Company Subsidiarysince June 30, 1996, there have been no recalls, field notifications or seizures ordered or, to the knowledge of any of the Companyofficers of the Company or any of its Subsidiaries, VELCOthreatened by any such governmental or regulatory body with respect to any of the Company Products, is pendingother than Company Third Party Products, norand neither the Company nor any of the Company Subsidiaries has independently engaged in recalls or field notifications. In the case of Company Third Party Products distributed by the Company or any of the Company Subsidiaries, neither Company nor any of the Company Subsidiaries has received any notices or any recalls, field notifications or seizures ordered or threatened by any such governmental or regulatory body with respect to any of such Company Third Party Products, and neither Company nor any of the Company Subsidiaries has independently engaged in recalls or field notifications. Except as set forth on Exhibit 4.06(b) to the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries has received, and to the knowledge of any of the Company, has any Governmental Entity indicated to officers of the Company an intention or any of the Company Subsidiaries, there is no reasonable basis for, any warning letter or Section 305 notices from the FDA. (c) Except as set forth on Section 4.06(c)(i) of the Company Disclosure Schedule, the Company or one or more of the Company Subsidiaries has obtained, in all countries where the Company or such Company Subsidiary, as applicable, is marketing or has marketed the Company Products, all applicable licenses, registrations, approvals, clearances and authorizations required to conduct any be obtained by it by local, state or Federal agencies (including the FDA) in such investigationcountries regulating the safety, effectiveness and market clearance of the Company Products in such countries that are currently marketed by the Company or such Company Subsidiary, as applicable, except for where the failure to obtain such investigations the outcomes of whichlicenses, if determined adversely to the Companyregistrations, any Company Subsidiary or VELCOapprovals, individually or in the aggregate, have not had clearances and authorizations would not reasonably be expected to have a Company Material Adverse Effect. Section 4.06(c)(ii) of the Company Disclosure Schedule sets forth a list of all licenses, registrations, approvals, permits and device listings relating to Company Products. Section 4.06(c)(iii) of the Company Disclosure Schedule sets forth a description of all inspections by regulatory authorities, recalls, product actions and audits of Company Products since June 30, 1996.

Permits; Compliance with Laws. (ai) The CompanyCompany and its Subsidiaries, each or the management companies for the Company Subsidiary andProperties, to the knowledge of the Company, VELCO, is in possession of own or possess all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, permits, licenses, variances, authorizations, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances approvals of any all Governmental Entity, Entities (the “Permits”) necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO and its Subsidiaries to own, lease and operate its the properties and assets, assets of the Company and its Subsidiaries or to carry on the business of the Company and operate its businesses Subsidiaries as currently it is now being conducted (by the “Company Permits”)and its Subsidiaries, and all except where the failure to have such Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. All such Permits are in full force and effect, except where the failure to hold, or the for such failure to be in full force and effect ofas would not, individually and in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company Permitshas received notice that any suspension, modification or revocation of any Permit is pending or, to the Knowledge of the Company Parties, threatened nor, to the Knowledge of the Company Parties, do grounds exist for any such action, except for such suspensions, modifications or revocations as would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (bii) None Neither the Company nor any of the Company, its Subsidiaries has violated or failed to comply with any Company Subsidiary or, to the knowledge of the Company, VELCO issuch Permit, or since January 1any Law, 2008 has beenjudgment, in conflict with, default under decree or violation order of any Law Governmental Entity applicable to the Companyits business, any Company Subsidiary or, to the knowledge of the Company, VELCO properties or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affectedoperations, except for any conflicts, defaults or violations thatand failures to comply that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (iii) To the Knowledge of the Company Parties, neither the Company nor any Subsidiary of the Company nor any director, officer, agent or employee of the Company or any Subsidiary of the Company or any other Person on behalf of the Company or any Subsidiary of the Company has taken any action, directly or indirectly, that would constitute a violation in any material respect by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or other U.S. anti-corruption laws, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or other U.S. anti-corruption laws.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental EntityEntity (each, a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted as of the date hereof (the “Company Permits”), and all such Company Permits are in full force and effect, in each case except where the failure to hold, or the failure to be in full force and effect of, any Company Permitsas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, suspension or cancellation of any Company Subsidiary, Permits is pending or, to the knowledge of the Company, VELCOthreatened in writing and no such suspension or cancellation will result from the transactions contemplated by this Agreement, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, in each case except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company and each of the Company Subsidiaries is in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and properties or assets, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no investigation, review or proceeding by any Governmental Entity with respect to the Company or any of the Company Subsidiaries or their operations is pending or, to the Company’s knowledge, threatened in writing, and, to the Company’s knowledge, no Governmental Entity has indicated an intention to conduct the same. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of the Company Subsidiaries, nor, to the Company’s knowledge, any director, officer or employee of the Company or any of the Company Subsidiaries, has (i) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, or (iii) taken any action, directly or indirectly, that would constitute a violation in any material respect by such Persons of the Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to and the knowledge of the Company, VELCO, is Company Subsidiaries are in possession of all franchises, grants, easements, authorizations, licenses, establishment registrations, product listings, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Entity, Entity necessary for the Company, each Company or any Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and assets or otherwise to carry on and operate its businesses business as currently conducted it is now being conducted, other than those, the failure of which to possess, could not reasonably be expected to have, individually, or in the aggregate, a Company Material Adverse Effect (collectively, the “Company Permits”"COMPANY PERMITS"), and all such and, as of the date of this Agreement, none of the Company Permits are has been suspended or cancelled nor is any such suspension or cancellation pending or, to the Knowledge of Company, threatened which, in full force and effecteither instance, except where the failure to hold, or the failure to be in full force and effect of, any Company Permitswould, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The CompanyNeither Company nor any Company Subsidiary is in conflict with, each or in default or violation of, (i) any Law applicable to Company or any Company Subsidiary or by which any property or asset of Company or any Company Subsidiary is bound or affected, except for such conflicts, defaults or violations which would not, individually or in the aggregate, reasonably be expected to have a Company Subsidiaries andMaterial Adverse Effect, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the or (ii) any Company Permits, except where the failure to be in compliance would for such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None . Schedule 4.06 of the CompanyCompany Disclosure Schedule sets forth, any as of the date of this Agreement, all actions, proceedings, to the Knowledge of Company Subsidiary investigations or surveys pending or, to the knowledge Knowledge of the Company, VELCO is, threatened against Company or since any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit. Since January 1, 2008 has been2000, in conflict with, default under or violation of any Law applicable to the Company, neither Company nor any Company Subsidiary or, has received from any Governmental Entity any written notification with respect to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any possible conflicts, defaults or violations thatof Laws, except for any such notice with respect to possible conflicts, defaults or violations which would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Except as set forth in Section 4.06 of the CompanyCompany Disclosure Schedule, VELCO, is Company and the Company Subsidiaries are in possession of all franchises, grants, easements, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, variancesidentification and registration numbers, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Entity, Entity necessary for the Company, each Company or any Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties or to offer or perform its services or to develop, produce, store, distribute and assets, and market its products or otherwise to carry on and operate its businesses business as currently it is now being conducted (collectively, the “"Company Permits”"), and all such except for Company Permits are which could not reasonably be expected to have a Company Material Adverse Effect, and, as of the date of this Agreement, none of the Company Permits has been suspended or canceled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatened. (b) Neither Company nor any Company Subsidiary is in full force and effect, except where the failure to holdconflict with, or the failure to be in full force and effect default or violation of, (i) any Law applicable to Company or any Company Subsidiary or by which any property or asset of Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, individually except for conflicts, defaults or in the aggregate, has not had and would violations which could not reasonably be expected to have a Company Material Adverse Effect. The Company, each Section 4.06 of the Company Subsidiaries andDisclosure Schedule sets forth, to the knowledge as of the Companydate of this Agreement, VELCO isall actions, and since January 1proceedings, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually investigations or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary surveys pending or, to the knowledge of Company, threatened against Company or any Company Subsidiary or to the Company's knowledge, VELCO iswithout any independent investigation, pending or since threatened against any Ophthalmologist/Optometrist Employee, that could reasonably be expected to result in the suspension or cancellation of any other material Company Permit. Since January 1, 2008 has been1998, in conflict with, default under or violation of any Law applicable to the Company, neither Company nor any Company Subsidiary or, has received from any Governmental Entity any written notification with respect to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any possible conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectLaws.

Permits; Compliance with Laws. (ai) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is and its Subsidiaries are in possession of all material franchises, grants, easements, authorizations, licenses, permits, consents, certificateseasements, variances, exemptions, exceptionsconsents, permissions, qualificationscertificates, approvals, ordersregistrations, registrations clearances, orders and clearances of any Governmental Entity, other authorizations necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO and its Subsidiaries to own, lease and operate its their respective properties and assets, assets and to carry on and operate its their respective businesses as currently conducted now being conducted, under and pursuant to all applicable Laws (the “Company Permits”), and (ii) all such Company Permits are in full force and effecteffect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to holdbe in possession of, or the failure to be in full force and effect ofor the suspension, any Company Permitscancellation, individually withdrawal or in the aggregate, revocation thereof has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO ishad, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of Since December 31, 2014, the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, and its Subsidiaries have been and are in conflict with, default under or violation of any Law compliance with (i) all applicable to the Company, any Laws and (ii) all Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affectedPermits, except for where any conflictsfailure to be in such compliance has not had, defaults or violations thatand would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (c) Since December 31, 2014 through the date of this Agreement, none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries is not had in compliance with any Laws or Company Permits, except where any failure to be in such compliance has not had, and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOhave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Company’s knowledge, each of the Company’s directors, VELCOofficers, is in possession key employees and Persons performing management functions similar to officers and partners hold all permits, registrations, findings of all franchises, grants, easements, authorizationssuitability, licenses, permits, consents, certificates, variances, exemptions, exceptionscertificates of occupancy, permissions, qualifications, approvals, orders, registrations orders and clearances approvals of any all Governmental Entity, Entities (including all authorizations under Gaming Laws) necessary for to conduct the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted Business (the “Company Permits”), and all such Company Permits are each of which is in full force and effect, except where for such Company Permits the failure of which to hold, or the failure to be in full force and effect of, any Company Permitshold would not, individually or in the aggregate, has not had and would not be reasonably be expected likely to (x) have a Company Material Adverse Effect. The CompanyEffect or (y) materially impair or materially delay the Closing, each and no event has occurred which permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any of the Company Subsidiaries Permits that are currently in effect, the loss of which would, individually or in the aggregate, be reasonably likely to (x) have a Company Material Adverse Effect or (y) materially impair or materially delay the Closing. All Company Permits that are material to the Business, and all permits of the Company that are pending but not yet issued, are listed in Section 7.11(a) of the Company Disclosure Letter. The Company and, to the knowledge of Company’s knowledge, the Company’s directors, VELCO isofficers, key employees and Persons performing management functions similar to officers and partners, are, and since January 1, 2008 has 2009 have been, in compliance in all respects with the terms of the Company Permits, except where the failure for such failures to be in compliance comply as would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to (x) have a Company Material Adverse Effect. Effect or (by) None of materially impair or materially delay the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO Closing. The Business is, or and since January 1, 2008 2009 has been, conducted in conflict with, default under or violation of any accordance with applicable Law applicable to (including the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affectedGaming Laws), except for any conflicts, defaults or violations thatsuch noncompliance which, individually or in the aggregate, does not have not had and would not be reasonably be expected likely to (x) have a Company Material Adverse EffectEffect or (y) materially impair or materially delay the Closing. No The Company has not received notice of any investigation or review by any Governmental Entity with respect to the CompanyReal Property, any Company Subsidiarythe Business, orthe other Purchased Assets or the Assumed Liabilities that is pending, and, to the knowledge of the Company’s knowledge, VELCOno investigation or review is threatened, is pending, nor, to the knowledge of the Company, nor has any Governmental Entity indicated to the Company an any intention to conduct any such investigationthe same, except for such investigations other than those the outcomes outcome of which, if determined adversely to the Company, any Company Subsidiary or VELCOwhich would not, individually or in the aggregate, have not had and would not be reasonably be expected likely to (x) have a Company Material Adverse EffectEffect or (y) materially impair or materially delay the Closing. (b) Neither the Company nor, to the Company’s knowledge, any of the Company’s directors, officers, key employees or partners or Persons performing management functions similar to officers or partners have received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of any Gaming Laws in connection with or related to the Business which resulted in or would be reasonably likely to result in any material fine or penalty. To the Company’s knowledge, there are no facts, which if known to the regulators under the Gaming Laws would be reasonably likely to result in the revocation, limitation or suspension of a license, finding of suitability, registration, permit or approval of the Company or any of its officers, directors, key employees or Persons performing management functions similar to an officer or partner, or limited partner under any Gaming Laws, in each case in connection with or related to the Business.

Permits; Compliance with Laws. (a) The CompanyExcept as would not to have a Company Material Adverse Effect, the Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental EntityEntity (each, a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company Permits. Except, individually or in the aggregate, has not had and as would not reasonably be expected to have a Company Material Adverse Effect. The , (i) all Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of the Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) to the Company’s knowledge, neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit. (b) Since January 1, 2021 the Company and each of the Company Subsidiaries andhas been, and each currently is, in compliance with all Laws applicable to the knowledge of the Company, VELCO is, the Company Subsidiaries and since January 1, 2008 has beentheir respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in compliance in all respects with the terms of the Company Permitseach case, except where the failure to be in compliance would not reasonably be expected to havefor such noncompliance, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect. No investigation investigation, review or audit by any Governmental Entity with respect to the Company, Company or any Company Subsidiary, Subsidiary is pending or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to threatened in writing against the Company an intention to conduct or any such investigationCompany Subsidiary, except for such investigations investigations, reviews and audits the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity, Entity necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, Company and each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 2011 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, Company or any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 2011 has been, in conflict with, default under or in violation of any Law applicable to the Company, Company or any Company Subsidiary orSubsidiary, to the knowledge of the Company, VELCO or by which any property or asset of the Company, Company or any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, Company or any Company Subsidiary, or, to the knowledge of the Company, VELCO, Subsidiary is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, Company or any Company Subsidiary Subsidiary, individually or VELCOin the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, none of the Company or any of the Company Subsidiaries have received any notice or communication of any noncompliance with any such Laws that has not been cured which, if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to and the knowledge of the Company, VELCO, is Company Subsidiaries are in possession of (i) all franchises, grants, easements, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, variancesidentification and registration numbers, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Entity, Entity necessary for the Company, each Company or any Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties or to produce, store, distribute and assets, and market its products or otherwise to carry on its business as it is now being conducted and (ii) agreements from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate its businesses as the facility or facilities in the manner in which it or they are currently conducted operated (collectively, the “"Company Permits”"), and all such Company Permits are in full force and effect, except where the failure to holdhave, or the failure to be in full force and effect suspension or cancellation of, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would Permits could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None , and, as of the Companydate of this Agreement, no suspension or cancellation of any of the Company Subsidiary Permits is pending or, to the knowledge of the Company, VELCO isthreatened, except where the failure to have, or since January 1the suspension or cancellation of, 2008 has beenany of the Company Permits are not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default under or violation of of, (i) any Law applicable to the Company, Company or any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, Company or any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affectedaffected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations thatthat are not reasonably expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to Neither the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, nor any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.has received notice from the

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Each of the Company, VELCO, Company and its Material Subsidiaries is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, registrations, approvals, easements, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations orders and clearances other permits of any Governmental Entity, Entity (“Permits”) necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease lease, license and operate its properties and assets, and assets or to carry on and operate its businesses business as currently it is being conducted as of the date of this Agreement (collectively, the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to holdhold such Company Permits, or the failure of such Company Permits to be in full force and effect ofeffect, would not have a Company Material Adverse Effect. No suspension or cancellation of any of the Company PermitsPermits is pending or, individually to the Knowledge of the Company, threatened, except where such suspension or in the aggregate, has not had and cancellation would not reasonably be expected to have a Company Material Adverse Effect. The CompanyCompany and its Material Subsidiaries are not in violation or breach of, each of the or default under, any Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company PermitsPermit, except where the failure to be in compliance would not reasonably be expected to havesuch violation, individually breach or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is, or since January 1, 2005 has been, in conflict with, or in default or violation of, any Laws applicable to the Company or such Subsidiary or by which any of the Company Assets is bound, nor, since January 1, 2005, has any notice, charge, claim or action been received by the Company or any of its Subsidiaries or been filed, commenced, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries alleging any violation of any Laws; provided that no representation is made hereunder with respect to (i) conflicts, defaults or violations and (ii) notices, charges, claims or actions, in each case in existence prior to November 1, 2005, if the existence thereof is a Moyes-Specific Event.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity, necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses Except as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect., as of the date of this Agreement, the Company and its Subsidiaries have in effect all certificates, permits, licenses, franchises, approvals, concessions, qualifications, registrations, certifications and similar authorizations from any Governmental Entity (collectively, “Permits”) that are necessary for the Company and its Subsidiaries to own, lease or operate their properties and assets and to carry on their businesses as currently conducted. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and its Subsidiaries is, and since March 1, 2017 has been, in compliance with all applicable Laws and Judgments. As of the date of this Agreement, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (bi) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO isneither the Company nor any of its Subsidiaries has received any written communication since March 1, 2017, from any person that alleges that the Company or any of its Subsidiaries is not in compliance with, or since January 1is subject to liability under, 2008 has beenany Permit, in conflict with, default under Law or violation Judgment or relating to the revocation or modification of any Law applicable to the CompanyPermit, any Company Subsidiary or, and (ii) to the knowledge of the Company, VELCO neither the Company nor any of its Subsidiaries has received any notice that any investigation or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation review by any Governmental Entity is pending with respect to the Company, Company or any Company Subsidiary, or, to the knowledge of its Subsidiaries or any of the Company, VELCO, is pending, nor, to the knowledge assets or operations of the Company, has Company or any Governmental Entity indicated to the Company an intention to conduct of its Subsidiaries or that any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary investigation or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectreview is contemplated.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental EntityEntity (each, a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to holdhave any Company Permits, or the failure of any Company Permit to be in full force and effect of, any Company Permitseffect, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Except as set forth in Section 3.06(a) of the Company Disclosure Letter or as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) no Company Permit has been revoked, suspended, terminated or materially impaired in any manner since January 1, 2013, (ii) neither the Company nor any Company Subsidiary is in default or violation, in any respect, of any of the Company Permits and (iii) since January 1, 2013, neither the Company nor any Company Subsidiary has received any written notice regarding any of the matters set forth in the foregoing clauses (i) and (ii). (b) Since January 1, 2013, (i) the Company and each of the Company Subsidiaries has been in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses, properties, assets and activities and with all Orders to which the Company or the Company Subsidiaries are subject and (ii) neither the Company nor any Company Subsidiary has received any written notice alleging any such noncompliance, in each case, except for such noncompliance as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) In the past five (5) years, (i) the Company and each of the Company Subsidiaries has been in compliance in all material respects with all Anti-Corruption Laws; (ii) neither the Company, nor any Company Subsidiary, nor, to the knowledge of the Company, any Company Representative acting on its behalf has offered, given, authorized, or promised anything of value, directly or indirectly, to any Government Official, for the purpose of (A) improperly influencing any official act or decision of such Government Official, (B) inducing such Government Official to do or omit to do any act in violation of a lawful duty or (C) securing any improper benefit or favor for the Company or any Company Subsidiary that is material to the Company and the Company Subsidiaries, taken as a whole; (iii) neither the Company nor any Company Subsidiary has made a voluntary, directed, or involuntary disclosure to any Governmental Entity (including the U.S. Department of Justice, U.S. Securities Exchange Commission or U.K. Securities Fraud Office) with respect to any alleged bribe, kickback, illegal payment, act of corruption or non-compliance with any Anti-Corruption Law that is material to the Company and the Company Subsidiaries, taken as a whole; (iv) none of the Company, any Company Subsidiary or, to the knowledge of the Company, any Company Representative acting on its behalf has received any notice, request or citation for any actual or potential material non-compliance with any Anti-Corruption Law; (v) none of the Company or any Company Subsidiary or, to the knowledge of the Company, any Company Representative has been a Sanctioned Person or engaged in any action that would reasonably be expected to result in the Company, any Company Subsidiary or any Company Representative being designated as a Sanctioned Person; (vi) the Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 each of the Company Representatives acting on its behalf has been, been in compliance in all material respects with the terms of all Sanctions and Export Control Laws; and (vii) neither the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, nor any Company Subsidiary orSubsidiary, nor to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary orRepresentative acting on its behalf has engaged in transactions or dealings, to the knowledge of the Companydirectly or indirectly, VELCO or by which with any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually Sanctioned Person or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectSanctioned Country.

Permits; Compliance with Laws. (a) (i) The Company, each Company Subsidiary andand its Subsidiaries or, to the knowledge Knowledge of the Company, VELCOits distributors, is are in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, ordersproduct listings, registrations registrations, clearances, orders and clearances of any Governmental Entity, other authorizations necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO and its Subsidiaries to own, lease and operate its their respective properties and assetsassets under and pursuant to all applicable Laws, and or to carry on and operate its their respective businesses as currently now being conducted under and pursuant to all applicable Laws (the “Company Permits”), and (ii) all such Company Permits are in full force and effecteffect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to holdbe in possession of, or the failure to be in full force and effect ofor the suspension, any Company Permitscancellation, withdrawal or revocation thereof (A) has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (b) The Company and its Subsidiaries have been since January 1, 2015, and are in compliance with (i) all applicable Laws and (ii) all Company Permits, except where any failure to be in such compliance (A) has not had been, and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, material to the knowledge of the CompanyCompany and its Subsidiaries, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations thattaken as a whole and (B) would not reasonably be expected to, individually or in the aggregate, have not had impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and would not reasonably be expected the other transactions contemplated by this Agreement. (c) Since January 1, 2015, none of the Company or any of its Subsidiaries or, to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Knowledge of the Company, any Company Subsidiaryof their respective directors, officers or employees, has received any written or, to the knowledge Knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any oral notification from a Governmental Entity indicated to Authority or other Person asserting that the Company an intention or any of its Subsidiaries is, or is suspected of, alleged to conduct be or under investigation for being, not in compliance in all material respects with any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Laws or Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectPermits.

Permits; Compliance with Laws. (a) The CompanyEach Group Company and its employees are in possession of all material franchises, each grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders issued by any appropriate Governmental Authority necessary for such Group Company Subsidiary andto own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted (the “Material Company Permits”) and no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, VELCOthreatened, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity, necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has beenexcept, in compliance in all respects with the terms of the Company Permitseach case, except where the failure to be in compliance possession of a Material Company Permit or the suspension or cancellation of any Material Company Permit would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any No Group Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, is in conflict with, default under or in default, breach or violation of (i) any Law applicable to the Companyit (including without limitation, (A) any Company Subsidiary orLaws applicable to its business, (B) any Tax Laws, and (C) any Laws related to the knowledge protection of the Company, VELCO personal data) or by which any of its share, security, equity interest, property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except or (ii) any Contract, Material Company Permit or obligation to which it is a party or by which it or any of its share, security, equity interest, property or asset is bound except, in each case, for any conflictsconflict, defaults default, breach or violations thatviolation as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. To the knowledge of the Company, no Group Company has received any notice or communication of any material non-compliance with any applicable Laws that has not had and been cured, except for any non-compliance, defaults, breach or violations that would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOhave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) (i) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental EntityEntity (each, a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (ii) all such Company Permits are in full force and effect, except where (iii) the failure Company and the Company Subsidiaries are in compliance with the terms and requirements of such Company Permits, (iv) the Company and each Company Subsidiary is not in default under, and, to holdknowledge of the Company, no condition exists that, with or without notice, or the failure lapse of time, or both, would constitute a default under, or would reasonably be expected to be in full force and effect result in, any suspension, cancellation, modification, termination or revocation of, any such Company PermitsPermit, and (v) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke or suspend any such Company Permit, except, in each case of clauses (i) through (v), as has not had and, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Since January 1, 2018 the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and properties or assets owned or used by them and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, would not reasonably be expected to be material and adverse to the Company and the Company Subsidiaries, taken as a whole. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2016, the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all applicable Anti-Bribery Laws, Money Laundering Laws, Sanctions Laws and export and import control Laws administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, Her Majesty’s Treasury or other Governmental Entity. Except as, individually or in the aggregate, would not reasonably be expected to be material and adverse to the Company and the Company Subsidiaries, taken as a whole, no investigation or Proceeding is pending or, to the knowledge of the Company, threatened which (i) involves the Company, any Company Subsidiary or any director, officer, employee, consultant or agent of the Company or any Company Subsidiary and (ii) relates to any Anti-Bribery Law, Money Laundering Law or Sanction. The Company and the Company Subsidiaries have (A) maintained reasonably accurate books and records and have established sufficient internal controls and procedures reasonably designed to ensure compliance with all applicable Anti-Bribery Laws and Money Laundering Laws and (B) instituted and maintained commercially reasonable policies and procedures reasonably designed to promote and ensure compliance with all Sanctions. Except as, individually or in the aggregate, would not reasonably be expected to be material and adverse to the Company and the Company Subsidiaries, taken as a whole, none of the Company or any Company Subsidiaries, or, to the knowledge of the Company, any of their respective directors, officers, employees, consultants or agents, (1) violated any Anti-Bribery Law, Money Laundering Law or Sanction, (2) if a natural person, is a government official, political party official or candidate for political office or has a familial relationship with any such person, or (3) is, or is owned or controlled by one or more persons that are, (x) the subject of any Sanctions or (y) located, organized or resident in a country or region that is the subject of any Sanctions.

Permits; Compliance with Laws. (a) The CompanyEach Company is and since January 1, each 2017 has been in compliance in all respects with all Laws applicable to it except for such failure to comply as would not, individually or in the aggregate, be reasonably likely to be material to the Companies taken as a whole. (b) Each Company Subsidiary and, to the knowledge of the CompanySeller Parties, VELCOeach of its directors, is in possession managers, officers, principals, Affiliates and Persons performing management functions similar to officers (any such Persons, including the Companies, the “Seller Licensing Affiliates”), holds all permits, registrations, findings of all franchises, grants, easements, authorizationssuitability, licenses, permits, consents, certificates, variances, exemptions, exceptionscertificates of occupancy, permissions, qualifications, approvals, orders, registrations orders and clearances approvals of any all Governmental EntityEntities (including under the Gaming Laws), necessary for to conduct the Company, each business and operations conducted by such Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), each of which is valid and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect ofin all material respects. With respect to the Company Permits held by the Seller Parties, no event has occurred or condition or state of facts exists that permits, or upon the giving of notice or passage of time or both, would reasonably be expected to permit, revocation, non-renewal, modification, suspension, limitation or termination of any of such Company PermitsPermits that currently are in effect, and with respect to the Company Permits held by the directors, managers, officers and Persons performing management functions similar to officers of the Seller Parties, to the knowledge of the Seller Parties, no event has occurred or condition or state of facts exists that permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any of such Company Permits that currently are in effect, except in each case as would not, individually or in the aggregate, has not had and would not be reasonably be expected to have materially and adversely affect the Companies taken as a Company Material Adverse Effect. The Company, each whole or materially delay or impede the ability of the parties hereto to consummate the transactions contemplated by this Agreement. Each Company Subsidiaries and, to the knowledge of the CompanySeller Parties, VELCO isits directors, officers and since January 1Persons performing management functions similar to officers, 2008 has been, are in compliance in all material respects with the terms of the applicable Company Permits, Permits except where the failure for such failures to be in compliance comply that would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to be material to the Companies taken as a Company Material Adverse Effectwhole. (bc) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since Since January 1, 2008 2017, neither Parent, the Sellers nor any Company has beenreceived any written notice or other written communication from any Governmental Entity or other Person (i) asserting any material violation of, or failure to comply in conflict any material respect with, default under or violation any requirement of any Law applicable to a Company or Company Permit that is material to the operation of the business of a Company, (ii) advising that a Company is being investigated with respect to any allegation that it has violated in any material respect, or failed to comply in any material respect with, any Law applicable to such Company Subsidiary oror Company Permit that is material to the operation of the business of such Company, or (iii) notifying a Company of the suspension, denial, non-renewal, revocation or withdrawal of any permit that is material to the operation of the business of such Company. (d) To the knowledge of the CompanySeller Parties, VELCO or by which any property or asset of the Company, any Company Subsidiary or, and with respect to the knowledge of Seller Parties only and not with respect to the CompanyBuyers, VELCO there is bound no fact, which if known to the Gaming Authorities, will or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a result in (i) the failure to obtain any Governmental Approval or (ii) the failure to maintain in good standing any Company Material Adverse EffectPermit (including any finding of suitability, registration or approval) of any of the Seller Parties. (e) No Company nor any Representative of any Company has, directly or indirectly, given, or agreed to give, any illegal gift, contribution, payment, bribe, rebate, kickback, payoff or similar payment, whether in money, property or services, to any supplier, customer or governmental official, candidate for public office, employee or other Person, private or public, in each case, in violation of any applicable Law. No investigation by Company has accepted or received any Governmental Entity with respect to the Companyillegal gift, any Company Subsidiarycontribution, orpayment, to the knowledge bribe, rebate, kickback, expenditure or other item of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectvalue.

Permits; Compliance with Laws. (ai) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is are in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, ordersproduct listings, registrations registrations, Orders and clearances of other authorizations, including any Governmental Entitysupplements and amendments thereto, necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its their respective properties and assets, and assets in accordance with all Laws or to carry on and operate its their respective businesses as currently conducted in accordance with all Laws (the “Company Permits”), and except where the failure to obtain or have any such Company Permit would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (ii) all such Company Permits are in full force and effect, except where the failure to hold, or the failure to as would not reasonably be in full force and effect of, any Company Permitsexpected to, individually or in the aggregate, have a Company Material Adverse Effect, (iii) there has occurred no material violation of, material default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened. The consummation of the transactions contemplated hereby will not cause the revocation or cancellation of any Company Permit that is material to the Company and its Subsidiaries, taken as a whole. (b) The Company and each Company Subsidiary are, and have been since the Reference Date, in compliance with (i) all Laws and (ii) all Company Permits, except where any failure to be in such compliance (A) has not had had, and would not reasonably be expected to to, individually or in the aggregate, have a Company Material Adverse Effect. The Company, each and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company Subsidiaries andto perform its obligations in accordance with this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated hereby. (c) The Company and each of its officers and directors, in their capacity as such, are in material compliance with, and have since the Reference Date, complied in all material respects with, (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act and the related rules and regulations promulgated under such act or the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. (d) Since the Reference Date, neither the Company nor any Company Subsidiary or, to the knowledge Knowledge of the Company, VELCO any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority or other Person asserting that the Company or any Company Subsidiary is, and since January 1or is suspected of, 2008 has beenalleged to be or under investigation for being, not in compliance in all respects with the terms of the any Laws or Company Permits, except where the failure to be in compliance as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, Except (i) as would not reasonably be expected to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity, necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each Effect and (ii) for the Internet Publication License and License for Online Transmission of the Company Subsidiaries and, to the knowledge Audio-Visual Programs of the Company, VELCO isthe Company and its Subsidiaries are in possession of all material authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Authority necessary for the Company and its Subsidiaries to own, lease and operate their properties or to carry on their business substantially in the manner described in the Company SEC Reports and/or the Weibo SEC Reports filed prior to the date hereof and substantially as is being conducted as of the date of this Agreement (collectively, the “Material Company Permits”), and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. , (bi) None all of the CompanyMaterial Company Permits are valid, in full force and effect, and are not subject to any Company Subsidiary pending or, to the knowledge of the Company, VELCO isthreatened legal proceeding by any Governmental Authority to suspend, cancel, modify, terminate or since January 1revoke any such Material Company Permit, 2008 has been(ii) the Company and each of its Subsidiaries are in compliance with the terms and requirements of such Material Company Permits, and (iii) the Company and each of its Subsidiaries is not in conflict withdefault under, and no condition exists that with notice or lapse of time or both would constitute a default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by result in any Governmental Entity with respect to the Companysuspension, cancellation, modification, termination or revocation of, any such Material Company SubsidiaryPermit. (b) The Group Companies are and have been in compliance with all applicable Laws and the applicable listing, orcorporate governance and other rules and regulations of Nasdaq in all material respects. Since the Applicable Date, to the knowledge no Group Company has received any written notice or communication of the Company, VELCO, is pending, nor, to the knowledge of the Company, any material non-compliance with any applicable Law that has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectbeen cured.

Permits; Compliance with Laws. (a) The CompanyExcept as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and each Company Subsidiary andis, to and for the knowledge of the Companypast two years has been, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Entity, Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted (the Company, “Company Permits”); (ii) each of the Company and each Company Subsidiary andis, and for the past two years has been, in compliance with the terms of the Company Permits and all of the Company Permits are valid and in full force and effect; and (iii) no suspension, modification, revocation or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, VELCO threatened. (b) Neither the Company nor any Company Subsidiary is, or has in the last two years been, in violation of any Law applicable to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all or such Company Permits are in full force and effectSubsidiary, except where the failure to hold, or the failure to be in full force and effect of, any Company Permitsas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to To the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of neither the Company Permitsnor any Company Subsidiary has received any notice or communication of any non-compliance with any applicable Laws that has not been cured, except where the failure to be in compliance for any non-compliance, defaults, breaches or violations that would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated material to the Company an intention to conduct any such investigation, except for such investigations and the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectSubsidiaries.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary is and, to the knowledge of the Companysince April 1, VELCO2016, is has been, in possession of all franchisesauthorizations, grantsapplications, easements, authorizationsallowances, licenses, permits, consentsfranchises, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental EntityEntity (each, a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (or was being conducted as of such prior time, as applicable) (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to holdpossess any Company Permits, or the failure of any Company Permits to be in full force and effect of, any Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each None of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company PermitsSubsidiaries (i) is in default or violation of any such Company Permit, except where the failure to be in compliance such default or violation would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (ii) has received written notice that remains unresolved from any Governmental Entity that any Company Permit will be suspended, terminated, revoked or adversely modified or cannot be renewed in the ordinary course of business where such suspension, termination, revocation, adverse modification or non-renewal would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) None Since April 1, 2016, the Company and each of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 Subsidiaries has been, been in conflict with, default under or violation of any Law compliance with all Laws applicable to the Company, any the Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affectedSubsidiaries and their respective businesses and activities, except for any conflicts, defaults or violations thatsuch non-compliance that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, Company or any Company Subsidiary, Subsidiary is pending or threatened in writing or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigationthreatened orally, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOwhich would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Except as set forth in Section 4.06(a) of the Disclosure Schedule, each of the Company, each Company Subsidiary the Operating Partnership, the DownREIT Partnerships and the other Subsidiaries and, to the knowledge of the Company, VELCOthe JV Entities, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Entity, Authority necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease and operate its properties and assets, and or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to holdobtain and maintain the Permits, or the failure to be in full force and effect suspension or cancellation of, any Company Permitsof the Permits would not, individually or in the aggregate, has not had be reasonably expected to have a Company Material Adverse Effect. No suspension or cancellation of any Permits is pending or, to the knowledge of the Company, threatened, and no such suspension or cancellation will result from the transactions contemplated by this Agreement, except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The . (b) Except as set forth in Section 4.06(b) of the Disclosure Schedule, none of the Company, each of the Company Subsidiaries andOperating Partnership, the DownREIT Partnerships, any other Subsidiary nor, to the knowledge of the Company, VELCO isany JV Entity is in conflict with, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregatedefault, a Company Material Adverse Effect. breach or violation of, (bi) None of any Laws applicable to the Company, the Operating Partnership, the DownREIT Partnerships, any Company other Subsidiary or, to the knowledge of the Company, VELCO isany JV Entity, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, the Operating Partnership, the DownREIT Partnerships any Company other Subsidiary or, to the knowledge of the Company, VELCO any JV Entity is bound or affected(ii) any Permit, except for any such conflicts, defaults defaults, breaches or violations thatwhich would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Each of the Company, VELCO, Company and its Subsidiaries is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variancesregistrations, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity, Entity ("PERMITS") necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease and operate its properties and assets, and assets or to carry on and operate its businesses business as currently it is now being conducted in compliance with applicable Laws (collectively, the “Company Permits”"COMPANY PERMITS"), and all such Company Permits are in full force and effect, except where the failure to holdhold such Company Permits, or the failure to be in full force and effect ofeffect, any Company Permitsdo not have and would not be reasonably expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each No suspension or cancellation of any of the Company Subsidiaries andPermits is pending or, to the knowledge Knowledge of the Company, VELCO isthreatened. The Company and its Subsidiaries are not in material violation or material breach of, and since January 1or material default under, 2008 any Company Permit. As of the date of this Agreement, no event or condition has beenoccurred or exists which would result in a violation of, in compliance in all respects with the terms breach, default or loss of a benefit under, or acceleration of an obligation of the Company Permitsor any of its Subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), except where the failure to be in compliance for violations, breaches, defaults, losses or accelerations that do not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement. (bi) None The businesses of the CompanyCompany and its Subsidiaries are, and since January 1, 2003 have been, operated and conducted solely in compliance in all material respects with all applicable Laws and (ii) neither the Company nor any Company Subsidiary or, to the knowledge of the Company, VELCO its Subsidiaries is, or since January 1, 2008 2003, has been, in conflict with, or in default under or violation of of, (A) any Law Laws applicable to the Company, any Company or such Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO Assets is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, (B) any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectPermits.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is and its Subsidiaries are in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances of any Governmental Entity, orders necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and Subsidiaries to carry on and operate its businesses their business as currently it is now being conducted (the “Company Permits”), and all such Company Permits are in full force and effecteffect and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to hold, be in possession of or the failure to be in full force and effect effect, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company and its Subsidiaries have since January 1, 2016 complied, and are now in compliance, in each case, with all (i) Laws applicable to the Company, any of its Subsidiaries or by which any of their respective properties or assets are bound and (ii) Company Permits, individually or in the aggregate, has not had and except for any such non-compliance that would not reasonably be expected to have a Company Material Adverse Effect. The CompanyThis Section 4.5(b) does not apply to employee benefits matters, each of the Company Subsidiaries andwhich are governed by Section 4.12, to the knowledge of the CompanyIntellectual Property matters, VELCO iswhich are governed by Section 4.14, and since January 1Tax matters, 2008 has beenwhich are governed by Section 4.15, in compliance in all respects with the terms of the Company Permitsor environmental matters, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectwhich are governed by Section 4.18. (bc) None Neither the Company nor any of its employees, nor any Subsidiary nor its employees, requires a clearance from any Governmental Authority (including the U.S. Department of Defense) in order to perform its obligations pursuant to any existing Contract with, or bid for a Contract that as of the Companydate hereof is outstanding or has been submitted or is planned to be submitted to, any Company Subsidiary orGovernmental Authority, to the knowledge of the Company, VELCO is, other than any such clearances as have been obtained and are in effect or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except that are not material. (d) Except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and such matters that would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge Knowledge of the Company, VELCO, is pending, nor, to the knowledge (i) none of the Company, has its Subsidiaries or their respective employees and representatives have (A) used any corporate, Company (and/or Subsidiary) funds for any unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (B) made, offered, promised or authorized any direct or indirect unlawful payments or anything of value from corporate funds to any foreign or domestic government employee or official for the purpose of influencing any act or decision of such individual or of any Governmental Entity indicated Authority or department, agency or instrumentality thereof or securing any improper advantage in order to obtain or retain business; or (C) violated any provision of the FCPA or any applicable Anti-Bribery Acts, in each case, in connection with his or her affiliation with, or the performance of his or her duties to, the Company an intention to conduct any such investigationor its Subsidiaries; and (ii) the Company and its Subsidiaries make and keep books, except for such investigations records, and accounts that accurately and fairly reflect transactions and the outcomes distribution of which, if determined adversely to the Company’s and its Subsidiaries’ assets, any Company Subsidiary or VELCOand to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are taken in accordance with management’s directives and are properly recorded, individually or in each case, in accordance with the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectFCPA.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Each of the Company, VELCO, Company and the Subsidiaries is in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Entity, Authority necessary for each of the CompanyCompany or such Subsidiaries to own, each lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Subsidiary Material Adverse Effect (the “Material Company Permits”) and, 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, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effectthreatened, except where the failure to hold, for any suspensions or the failure to be in full force and effect of, any Company Permitscancellations that would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The CompanyAll approvals of, each and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) required to be made by the Company or its Subsidiaries in respect of the Company and the Subsidiaries andand their capital structure and operations, including but not limited to registrations with the knowledge State Administration for Industry and Commerce (“SAIC”), the State Administration of Foreign Exchange (“SAFE”) and the Company, VELCO isState Administration of Taxation (“SAT”), and since January 1their respective local counterparts, 2008 has been, have been duly completed in compliance in all respects accordance with the terms of the Company Permitsapplicable PRC Laws, except where the failure to be in for any non-compliance as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of Neither the CompanyCompany nor any Subsidiary is in default, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under breach or violation of (i) any Law applicable to the CompanyCompany or any Subsidiary or (ii) any Material Company Permit, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, in each case except for any conflictssuch default, defaults breach or violations thatviolation that individually, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to To the knowledge of the Company, neither the Company nor any Active Subsidiary has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company SubsidiaryPermits that has not been cured. (c) The Company and its Subsidiaries, orthe directors and officers of the Company and each Subsidiary (including the Chairman), and to the knowledge of the Company, VELCOthe employees of the Company and each Subsidiary and agents acting on behalf of the Company and its Subsidiaries, is pendinghave not offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to: (i) any Governmental Official in order to corruptly (A) influence any act or decision of any Governmental Official, (B) induce such Governmental Official to use his or its influence with a Governmental Authority or Government Instrumentality, or (C) otherwise secure any improper advantage; (ii) any political party or official thereof or any candidate for political office in order to corruptly (A) influence any act or decision of such party, official or candidate in its or his official capacity, (B) induce such party, official or candidate to use his or its influence with a Governmental Authority or Government Instrumentality, or (C) otherwise secure any improper advantage; or (iii) any other person in any manner that would constitute commercial bribery or an illegal kickback, or would otherwise violate Applicable Anti-bribery Law. (d) The Company and its Subsidiaries have not conducted or initiated an internal investigation, made a voluntary or other disclosure to a Governmental Authority, or received any notice, citation, report or allegation, including any oral complaint, allegation, assertion or claim on a hotline or whistleblower or similar telephone line or service, related to alleged violations of Applicable Anti-bribery Law. No Governmental Official, no political party official, and no candidate for office serves as an officer or director of the Company or any of its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, has any Governmental Entity indicated to director, officer, employee, representative, agent or affiliate of the Company an intention or any of its Subsidiaries is currently subject to conduct any such investigation, except for such investigations U.S. sanctions administered by the outcomes Office of which, if determined adversely to Foreign Assets Control of the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectU.S. Treasury Department.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental EntityEntity (each, a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are valid and in full force and effect, in each case, except where the failure to holdhave, or the failure to be in full force and effect of, any Company PermitsPermits would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company PermitsIn addition, except where the failure to be in compliance as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) no notice of non-compliance with respect to any Company Permit has been received by the Company and is pending and (ii) no circumstances exist which would result in a revocation or limitation of a Company Permit or which would lead to the imposition of conditions on the Company Permit. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since Since January 1, 2008 2011, the Company and each of the Company Subsidiaries has been, been in conflict with, default under or violation of any Law compliance with all Laws applicable to the Company, any the Company Subsidiary orSubsidiaries and their respective businesses and activities and with all Orders to which the Company or the Company Subsidiaries are subject, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affectedin each case, except for any conflictssuch non-compliance that has not had, defaults or violations thatand would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No To the knowledge of the Company, no investigation by any Governmental Entity with respect to the Company, Company or any Company Subsidiary, or, to the knowledge of the Company, VELCO, Subsidiary is pending, nor, to the knowledge of the Company, nor has any Governmental Entity indicated to the Company or any Company Subsidiary an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOwhich would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) This Section 3.05 does not relate to the Company SEC Documents or financial statements, which are the subject of Section 3.06; employee benefit matters, which are the subject of Section 3.12; Tax matters, which are the subject of Section 3.14; environmental matters, which are the subject of Section 3.16; or intellectual property matters, which are the subject of Section 3.17.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is and its Subsidiaries are in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances of any Governmental Entity, orders necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and Subsidiaries to carry on and operate its businesses their business as currently it is now being conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, effect and no suspension or the failure to be in full force and effect of, cancellation of any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries andPermits is pending or, to the knowledge Knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permitsthreatened, except where the failure to be in compliance possession of or be in full force and effect, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the CompanyCompany or its Subsidiaries is in or has been since December 31, any Company Subsidiary or2012, and to the knowledge Knowledge of the Company, VELCO isnone of the Company or its Subsidiaries is under investigation by any Governmental Authority with respect to, or since January 1, 2008 has been, in conflict with, any default under or violation of any (i) Law applicable to the Company, Company or any Company Subsidiary or, to the knowledge of the Company, VELCO its Subsidiaries or by which any property of their respective properties or asset assets are bound or (ii) Company Permits, except in the case of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except foregoing clauses (i) and (ii) for any conflicts, such defaults or violations thatthat would not have, individually or in the aggregate, have not had a Company Material Adverse Effect. Notwithstanding the foregoing, no representation or warranty in this Section 4.5 is made with respect to Company SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” employee benefits matters, intellectual property matters, Tax matters, property matters or Environmental Laws. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect. No investigation by , (i) neither the Company nor any Governmental Entity with respect to the Company, any Company Subsidiary, orof its Subsidiaries nor, to the knowledge Knowledge of the Company, VELCOits directors, officers, employees or agents acting on the Company’s behalf is pendingcurrently subject to any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”), nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory that is, as of the date hereof, the subject or the target of Sanctions, including Cuba, Burma (Myanmar), Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”) or (ii) neither the Company nor any of its Subsidiaries nor, to the knowledge Knowledge of the Company, has any Governmental Entity indicated to its directors, officers, employees or agents acting on behalf and at the direction of the Company an intention to conduct or any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually its Subsidiaries is engaging in activities sanctionable under or in the aggregate, have not had and violation of Sanctions. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries has (i) used any Company funds to make any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made an offer, promise or authorization of any unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any unlawful bribe or other unlawful benefit, including any rebate, payoff, influence payment, kickback or other unlawful payment or benefit. Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries have instituted and maintained, and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with applicable anti-bribery and anti-corruption laws. (e) Except as would not have a Company Material Adverse Effect, the operations of the Company and its Subsidiaries are conducted in compliance with applicable financial recordkeeping and reporting requirements required by Law, including those of the Currency and Foreign Transactions Reporting Act of 1970, the applicable money laundering statutes of all jurisdictions where the Company or any of its Subsidiaries conducts business, and the rules and regulations thereunder issued, administered or enforced by an applicable governmental or regulatory agency with jurisdiction therefor (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental or regulatory agency involving the Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Each of the Company, VELCO, Company and its Subsidiaries is in possession of all franchises, grants, easements, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a “Governmental Entity, ”) that are necessary for the Company, each Company Subsidiary and, to the knowledge or any of the Company, VELCO its Subsidiaries to own, lease and operate its properties and assets, and or to carry on and operate its businesses business as currently it is now being conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, no suspension or the failure to be in full force and effect of, cancellation of any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries andPermits is pending or, to the knowledge Knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permitsthreatened, except where the failure to be in compliance possession or the suspension or cancellation of any of the Company Permits would not reasonably be expected to havenot, individually or in the aggregate, be adverse, in any material respect, to the Company or any of its Subsidiaries (including by impairing, in any material respect, the ability of the Company or any of its Subsidiaries to conduct its business) or materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. Section 3.8(a) of the Company Letter sets forth a list of each Company Material Adverse EffectPermit. (b) Neither the Company nor any of its Subsidiaries is in violation of (i) its Certificate of Incorporation or Bylaws (or similar organizational documents), (ii) any applicable Law or (iii) any Order, except, in the case of clauses (ii) and (iii), for any violations that would not, individually or in the aggregate, be adverse, in any material respect, to the Company or any of its Subsidiaries (including by impairing, in any material respect, the ability of the Company or any of its Subsidiaries to conduct its business) or materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No notice of any such violation or non-compliance has been received by the Company or any of its Subsidiaries. (c) None of the Company, any Company Subsidiary of its Subsidiaries, any of their respective directors or officers or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset Knowledge of the Company, any Company Subsidiary orof their respective employees, consultants, contractors or agents have committed (or taken any action to promote or conceal) any violation of any Law relating to procurement, the knowledge Arms Export Control Act, the International Traffic in Arms Regulations, the Atomic Energy Act of 1954, Executive Order 12958 (April 17, 1995), Executive Order 12829 (January 6, 1993), Executive Order 13292 (March 25, 2003), and directives and policies issued pursuant thereto, including the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectNational Industrial Security Program Operating Manual.

Permits; Compliance with Laws. (a) (i) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is and its Subsidiaries are in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, ordersregistrations, registrations clearances, orders and clearances of any Governmental Entity, other authorizations necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO and its Subsidiaries to own, lease and operate its their respective properties and assets, assets under and pursuant to all applicable Laws or to carry on and operate its their respective businesses as currently conducted now being conducted, under and pursuant to all applicable Laws (the “Company Permits”), and (ii) all such Company Permits are in full force and effect, and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, in each case, except where the failure to holdbe in possession of, or the failure to be in full force and effect ofor the suspension, any Company Permitscancellation, individually withdrawal or in the aggregate, revocation thereof (A) has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO ishad, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. , and (bB) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations thatwould not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (b) Since December 31, 2015, the Company and its Subsidiaries have been and are in compliance with (i) all applicable Laws and (ii) all Company Permits, in each case, except where any failure to be in such compliance (A) has not had had, and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOhave, individually or in the aggregate, have a Company Material Adverse Effect, and (B) would not had reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (c) Since December 31, 2015, through the date of this Agreement, none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries is not in compliance with, or is under investigation with respect to any failure to comply with, any applicable Laws or Company Permits or notifying the Company or any of its Subsidiaries regarding an investigation of possible non-compliance, except where any failure to be in such compliance (i) has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) The Company, each Each Acquired Company and Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, material authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any from the applicable Governmental Entity, Entity necessary for the Company, each Company Subsidiary and, to the knowledge lawful conduct of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its their respective businesses in all material respects as currently presently conducted (each, a “Permit” and collectively, the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to holdhave any Company Permits, or the failure of any Company Permit to be in full force and effect of, any Company Permitseffect, individually or in the aggregate, has not had been and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, be material to the knowledge of the CompanyAcquired Companies and Company Subsidiaries, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to havetaken as a whole. Except as, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Acquired Companies and Company Subsidiaries, taken as a whole, (i) no Company Material Adverse Effect. Permit has been revoked, suspended, terminated or materially impaired in any manner since January 1, 2017, (bii) None no Acquired Company or Company Subsidiary is in material default or violation, in any respect, of any of Company Permits and (iii) since January 1, 2017, no Acquired Company or Company Subsidiary has received any written notice regarding any of the Company, any Company Subsidiary matters set forth in the foregoing clauses (i) and (ii). There are no Legal Proceedings pending or, to the knowledge Knowledge of the CompanyStockholders, VELCO isthreatened, that seek the revocation, cancellation or since January 1, 2008 has been, in conflict with, default under or violation modification of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affectedPermit, except for any conflictswhere such revocation, defaults cancellation or violations thatmodification, individually or in the aggregate, have has not had been and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect be material to the CompanyAcquired Companies and Company Subsidiaries, any taken as a whole. Since January 1, 2017, each Acquired Company Subsidiary, orand Company Subsidiary has been, to the knowledge Knowledge of the CompanyStockholders, VELCOin compliance with each of the Company Permits. (b) Since January 1, is pending2017, nor, (i) each Acquired Company and Company Subsidiary has been in material compliance with all Laws applicable to the knowledge of the CompanyAcquired Companies, has any Governmental Entity indicated to and the Company an intention to conduct Subsidiaries and (ii) no Acquired Company or Company Subsidiary has received any written notice alleging any such investigationnoncompliance, in each case, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOnoncompliance as, individually or in the aggregate, have has not had been and would not reasonably be expected to have be material to any Acquired Company or Company Subsidiary. (c) Since January 1, 2017, no Acquired Company or Company Subsidiary, and, to the Knowledge of the Stockholders, no director, officer, agent, employee or other Person acting on behalf of any Acquired Company or Company Subsidiary, has knowingly, in the course of its actions for, or on behalf of, any of them, violated any provision of any applicable Anti-corruption Law. Since January 1, 2017, no Acquired Company or Company Subsidiary has received any written communication from a Governmental Entity (i) related to any investigation or inquiry with respect to a potential violation by an Acquired Company Material Adverse Effector Company Subsidiary or any representative thereof of any Anti-corruption Law, or (ii) that alleges that an Acquired Company or Company Subsidiary or any representative thereof is in violation of any Anti-corruption Law. Since January 1, 2017, to the Knowledge of the Stockholders, no Acquired Company or Company Subsidiary has had a customer or supplier or other business relationship with, is a party to any Contract with, or has engaged in any transaction with, any Person (A) that is located, organized or domiciled in or that is a citizen of Cuba, Iran, North Korea, Sudan, Syria or the Crimea Region of Ukraine (including any Governmental Entity within such country or territory) or (B) that has been sanctioned by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the United Kingdom Export Control Organization or other relevant sanctions authority (including but not limited to being listed on the Specially Designated Nationals and Blocked Persons List administered by OFAC).

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is its Subsidiaries has in possession of effect all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity, Permits necessary for the Company, each Company Subsidiary and, to the knowledge its ownership and operation of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses business as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effectpresently conducted, except where the failure to hold, or the failure to be in full force and effect of, any Company Permits, individually or in the aggregate, absence of such Permits has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (bi) None Each Permit of the CompanyCompany and its Subsidiaries is in full force and effect, (ii) the Company and its Subsidiaries are in compliance in all respects with the terms of all Permits necessary for the ownership and operation of its businesses as presently conducted and (iii) since December 31, 2019, no default has occurred under, and there exists no event that, with or without notice, lapse of time or both, would result in a default under, any Company Subsidiary or, to the knowledge of the Company, VELCO issuch Permit, or since January 1would give to others any right of revocation, 2008 has beennon-renewal, in conflict with, default under adverse modification or violation cancellation of any Law applicable to such Permit, and neither the Company, Company nor any Company Subsidiary or, to the knowledge of the Company, VELCO its Subsidiaries has received written or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pendingcommunication, nor, to the knowledge of the Company, has any oral communication, (x) from any Governmental Entity indicated to the Company an intention to conduct Authority alleging any conflict with or breach of any such investigationPermit or (y) of any suspension, except for cancellation, withdrawal, revocation or modification of any such investigations Permit or threatening to suspend, cancel, withdraw, revoke or modify any such Permit, except, in each case pursuant to clauses (i) through (iii) of the outcomes of whichforegoing, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. As of the date of this Agreement, there is no Order, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries have since January 1, 2019, complied with all Applicable Laws relating to the Company and its Subsidiaries, including, without limiting the foregoing, (i) all laws related to data protection or privacy (including laws relating to the privacy and security of data or information that constitutes personal data or personal information under Applicable Law (“Personal Data”, and such laws relating thereto, “Data Protection Laws”)), (ii) all applicable financial recordkeeping and reporting requirements of all money laundering laws administered or enforced by any Governmental Authority, (iii) all laws related to the collection, processing, possession, handling, clearance, settlement and/or remittance of funds, (iv) the rules and requirements of the Financial Industry Regulatory Authority that are binding on the Company or its Subsidiaries, (v) any and all sanctions or regulations enforced by the Office of Foreign Assets Control of the United States Department of the Treasury, (vi) the Bank Secrecy Act of 1970 and its implementing regulations, (vii) all laws relating to money transmission or unclaimed property, (viii) the Electronic Fund Transfer Act and its implementing Regulation E, including the International Remittance Transfer Rule, (ix) the Xxxxx-Xxxxx-Xxxxxx Act and all federal regulations implementing such act, and (x) any other Applicable Law relating to bank secrecy, discriminatory lending, financing or leasing practices, consumer protection, money laundering prevention, foreign assets control, sanctions laws and regulations. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and its Subsidiaries have since January 1, 2019 established and maintained a system of internal controls designed to ensure compliance by the Company and its Subsidiaries with applicable financial recordkeeping and reporting requirements of all money laundering laws administered. None of the Company, any of its Subsidiaries or any of their respective officers, directors, employees or any Person acting on its or its Subsidiaries’ behalf is currently or has in the last five (5) years been: (i) organized, operating in, conducting business with, ordinarily resident, or is otherwise engaging in dealings with or for the benefit of any Person or in a country or territory (or whose government is) currently or has in the last five (5) years been itself the subject of or target of any sanctions (at present, Crimea, the so-called Donetsk People’s Republic and Luhansk People’s Republic, Cuba, Iran, North Korea, Russian Federation, Sudan, Venezuela and Syria) or (ii) a Person with whom dealings are restricted or prohibited under any sanctions or Trade Laws. (c) Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, none of the Company, any of its Subsidiaries or any of their respective directors or officers, or to the knowledge of the Company, any employee, agent or other person acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly, (i) used any funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries, (iii) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any similar law, (iv) established or maintained any unlawful fund of monies or other assets of the Company or any of its Subsidiaries in violation of the FCPA, (v) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries in violation of the FCPA, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for the Company or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or any of its Subsidiaries. (d) The Company maintains a written information privacy and security program that maintains reasonable measures to protect the privacy, confidentiality and security of all Personal Data against any (i) loss or misuse of Personal Data, (ii) unauthorized access to or unlawful operations performed upon Personal Data, or (iii) other act or omission that compromises the security or confidentiality of Personal Data (clauses (i) through (iii), a “Security Breach”). The Company has not experienced any Security Breach that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are no data security or other technological vulnerabilities with respect to the Company’s information technology systems or networks that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries have not received any written notice (including any enforcement notice) alleging, or providing notice of any Claims concerning, any material noncompliance with any Applicable Laws concerning such Personal Data. (e) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2019 the Company and its Subsidiaries have complied with and are not in default under (i) any applicable bylaws, operating rules, regulations and requirements of the National Automated Clearinghouse Association and any applicable payment network, exchange or association, including any Card Schemes, in each case, which are either binding on the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries complies pursuant to contractual requirements and (ii) the Payment Card Industry Data Security Standard issued by the Payment Card Industry Security Standards Council, as may be revised from time to time. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2019, neither the Company nor its Subsidiaries have received any written notices of any material Claim regarding any matters applicable to the Company or its Subsidiaries in connection with its performance of its obligations in the collection, processing, possession, handling, clearance, settlement and/or remittance of funds in the conduct of its business from any Governmental Authority, the National Automated Clearinghouse Association or any Card Scheme.

Permits; Compliance with Laws. (a) The CompanyExcept as set forth in Section 3.06 of the Company Disclosure Schedule, each the Company and the Company Subsidiary and, to the knowledge of the Company, VELCO, is are in possession of all franchises, grants, easements, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, variancesidentification and registration numbers, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Entity, Entity necessary for the Company, each Company and the Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties or to offer or perform its services or to develop, produce, store, distribute and assets, and market its products or otherwise to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any have such Company Permits, individually or in the aggregate, has not had and Permits would not reasonably be expected to have a Company Material Adverse Effect. The Company, each and, as of the date of this Agreement, none of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 Permits has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually been suspended or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, cancelled nor is any Company Subsidiary such suspension or cancellation pending or, to the knowledge of Company’s Knowledge, threatened. Neither the Company, VELCO is, or since January 1, 2008 has been, Company nor the Company Subsidiary is in conflict with, or in default under or violation of of, (i) any Law applicable to the Company, any Company or the Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company or the Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affectedaffected or (ii) any Company Permits, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and each case other than as would not reasonably be expected to have result in a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to Section 3.06 of the CompanyCompany Disclosure Schedule sets forth, any Company Subsidiaryas of the date of this Agreement, all actions, proceedings or investigations pending or, to the knowledge of the Company’s Knowledge, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to threatened against the Company an intention to conduct any such investigation, except for such investigations or the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not that could reasonably be expected to have a result in the suspension or cancellation of any other Company Material Adverse Effect.Permit. Since January 1, 2006, neither the Company nor the Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws. To the Company’s Knowledge, the transactions contemplated hereby will not result in the suspension or cancellation of any Company Permit

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all material franchises, grants, easements, authorizations, licenses, permits, consents, certificateseasements, variances, exemptions, exceptionsconsents, permissionscertificates, qualifications, approvals, orders, registrations approvals and clearances of any Governmental Entity, orders necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, own or lease and operate its properties and assets, and to carry on and operate its businesses business as currently now being conducted (collectively, the “Company Permits”), and all such Company Permits are in full force and effectthere is no claim, except where action, suit, proceeding or investigation pending or, to the failure to holdKnowledge of Seller, or threatened regarding any of the failure to be in full force and effect of, any Company Permits, which would reasonably be expected to have, either individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, none of the Permits will lapse, terminate or expire as a result of the consummation of the transactions contemplated hereby. The Company and the Company Subsidiaries are in compliance in all material respects with the terms and conditions of the Permits. (b) None Except as set forth in Section 4.7(b) of the CompanyDisclosure Schedule, any the Company and each Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 and at all times during the last three (3) years has been, in conflict withcompliance in all material respects with all applicable Laws. During the last five (5) years, default under or violation as of any Law applicable to the Companydate of this Agreement, neither the Company nor any Company Subsidiary orhas received any written communication from any Governmental Entity that alleges that any such entity is not in compliance, in any material respect, with any applicable Law. (c) Neither the Company nor any Company Subsidiary nor any director, to the knowledge Knowledge of Seller, officer or employee of the Company, VELCO Company or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge Knowledge of Seller, any agent or representative thereof, (i) has violated any Anti-Corruption Law within the past five (5) years in connection with the conduct of the Company’s or any Company Subsidiary’s business, or (ii) is or has any Governmental Entity indicated to transacted business directly or knowingly indirectly with a Sanctioned Person or otherwise in violation of Sanctions within the Company an intention to past five (5) years in connection with the conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, ’s or any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectSubsidiary’s business.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Each of the Company, VELCO, Blacklist and the Company Subsidiary is in possession of all material franchises, grants, easements, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, variancesidentification and registration numbers, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Entity, Entity necessary for the Company, each Blacklist and the Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties or to offer or perform its services or to develop, produce, store, distribute and assets, and market its products or otherwise to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”), and all such Company Permits are in full force and effectand, except where as of the failure to holddate of this Agreement, or the failure to be in full force and effect of, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each none of the Company Subsidiaries andPermits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of the Company’s Knowledge, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) threatened. None of the Company, any Blacklist or the Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, is in conflict with, or in default under or violation of of, (i) any Law applicable to the Company, any Blacklist or the Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Blacklist or the Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, affected or (ii) any Company Permits except for any conflicts, such defaults or and violations that, individually or and in the aggregate, have do not had and would not reasonably be expected to have constitute a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to As of the Companydate of this Agreement, any Company Subsidiarythere are no actions, proceedings or investigations pending or, to the knowledge Company’s Knowledge, threatened against the Company, Blacklist or the Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since January 1, 2006, none of the Company, VELCO, is pending, nor, to Blacklist or the knowledge of the Company, Company Subsidiary has received from any Governmental Entity indicated any written notification with respect to possible conflicts, defaults or violations of Laws. The transactions contemplated hereby will not result in the Company an intention to conduct any such investigation, except for such investigations the outcomes suspension or cancellation of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectPermit.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Each of the Company, VELCO, Company and its Subsidiaries is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variancesregistrations, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity, Entity necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease and operate its properties and assets, and assets or to carry on and operate its businesses business as currently it is now being conducted in compliance with applicable Laws (collectively, the “"Company Permits”"), and all such Company Permits are in full force and effect, except where the failure to holdhold such Company Permits, or the failure to be in full force and effect ofeffect, any Company Permits, individually or in the aggregate, has not had and would not be reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by suspension or cancellation of any Governmental Entity with respect to of the Company, any Company Subsidiary, Permits is pending or, to the knowledge Knowledge of the Company, VELCOthreatened, is pendingexcept where such suspension or cancellation would not be reasonably expected to result in a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation or breach of, noror default under, any Company Permit, except where such violation, breach or default would not be reasonably expected to the knowledge result in a Company Material Adverse Effect. As of the Companydate of this Agreement, no event or condition has any Governmental Entity indicated to occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company an intention to conduct or any such investigationof its Subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), except for such investigations the outcomes of whichviolations, if determined adversely to the Companybreaches, any Company Subsidiary defaults, losses or VELCOaccelerations that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the businesses of the Company and its Subsidiaries is, and since December 31, 2004 has been, operated and conducted solely in compliance with all applicable Laws and (ii) neither the Company nor any of its Subsidiaries is, or since December 31, 2004, has been, in conflict with, or in default or violation of, any Laws applicable to the Company or such Subsidiary.

Permits; Compliance with Laws. (ai) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is are in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, ordersproduct listings, registrations registrations, clearances, orders and clearances of other authorizations, including any Governmental Entitysupplements and amendments thereto, necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its their respective properties and assets, and assets in accordance with all Laws or to carry on and operate its their respective businesses as currently conducted in accordance with all Laws (the “Company Permits”)) except where the failure to obtain or have any such Company Permit would not, and individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (ii) all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company Permitsas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each (iii) there has occurred no violation of, default (with or without notice or lapse of the time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Subsidiaries andPermit and (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is pending or, to the knowledge Knowledge of the Company, VELCO isthreatened. The consummation of the transactions contemplated hereby, will not cause the revocation or cancellation of any Company Permit that is material to the Company. (b) The Company and each Company Subsidiary are, and have been since January 1, 2008 has been2019, in compliance in with (i) all respects with the terms of the Laws and (ii) all Company Permits, except where the any failure to be in such compliance (A) has not been, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations thatto, individually or in the aggregate, have not had a Company Material Adverse Effect, and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to have a perform its obligations in accordance with this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated hereby. (c) Since January 1, 2019, neither the Company Material Adverse Effect. No investigation by nor any Governmental Entity with respect Company Subsidiary or, to the Knowledge of the Company, any Company Subsidiaryof their respective directors, officers or employees, has received any written or, to the knowledge Knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any oral notification from a Governmental Entity indicated to Authority or other Person asserting that the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, or any Company Subsidiary is, or VELCOis suspected of, alleged to be or under investigation for being, not in compliance in all material respects with any Laws or Company Permits, except any such non-compliance that would not be reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances orders of any Governmental EntityEntity (each, a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted as of the date hereof (the “Company Permits”), and all such Company Permits are in full force and effect, in each case except where the failure to hold, or the failure to be in full force and effect of, any Company Permitsas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The No suspension or cancellation of any Company Permits is pending or, to the knowledge of the Company, threatened in writing and no such suspension or cancellation will result from the transactions contemplated by this Agreement, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Company and each of the Company Subsidiaries is in compliance with all Laws and Privacy Requirements applicable to the Company, the Subsidiaries and their respective businesses and properties or assets (including Residential Tenancies Laws), in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no investigation, review or proceeding by any Governmental Entity with respect to the Company or any of the Company Subsidiaries or their operations is pending or, to the knowledge of the Company, threatened in writing, and, to the knowledge of the Company, VELCO is, and since January 1, 2008 no Governmental Entity has been, in compliance in all respects with indicated an intention to conduct the terms of the Company Permits, except where the failure to be in compliance same. (c) Except as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by , neither the Company nor any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pendingCompany Subsidiaries, nor, to the knowledge of the Company, has any Governmental Entity indicated to director, officer or employee of the Company an intention or any of the Company Subsidiaries, has (i) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to conduct political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, or (iii) taken any action, directly or indirectly, that would constitute a violation in any material respect by such investigationPersons of the Foreign Corrupt Practices Act of 1977 (United States) and the Corruption of Foreign Public Officials Act (Canada), except for such investigations in each case, as amended and including the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had rules and would not reasonably be expected to have a Company Material Adverse Effectregulations thereunder.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is and its Subsidiaries are in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, ordersproduct listings, registrations registrations, clearances, Orders and clearances of any Governmental Entity, other authorizations necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO and its Subsidiaries to own, lease and operate its their respective properties and assetsassets pursuant to all applicable Laws as currently owned, leased and operated, or to carry on and operate its their respective businesses as currently now being conducted under and pursuant to all applicable Laws (the “Company Permits”), and (ii) all such Company Permits are in full force and effecteffect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, except in each of clauses (i) – (iii) where the failure to holdbe in possession of, or the failure to be in full force and effect ofor the suspension, any Company Permitscancellation, withdrawal or revocation thereof (A) has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (b) The Company and its Subsidiaries have been since January 1, 2016, and are in compliance with (i) all applicable Laws and (ii) all Company Permits, except where any failure to be in such compliance (A) has not had been, and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, material to the knowledge of the CompanyCompany and its Subsidiaries, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations thattaken as a whole and (B) would not reasonably be expected to, individually or in the aggregate, have not had impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and would not reasonably be expected the other transactions contemplated by this Agreement. (c) Since January 1, 2016, none of the Company or any of its Subsidiaries or, to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Knowledge of the Company, any Company Subsidiary, of their respective directors or officers (only in their capacity as such directors or officers) has received any written or, to the knowledge Knowledge of the Company, VELCOoral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries, is pending, nor, to the knowledge or any officer or director of the Company, has Company or any Governmental Entity indicated to the of its Subsidiaries is under investigation for not being in compliance in all material respects with any Laws or Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectPermits.

Permits; Compliance with Laws. (a) (i) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is and its Subsidiaries are in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, ordersproduct listings, registrations registrations, clearances, orders and clearances of any Governmental Entity, other authorizations necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO and its Subsidiaries to own, lease and operate its their respective properties and assetsassets under and pursuant to all applicable Laws as currently owned, leased and operated, or to carry on and operate its their respective businesses as currently now being conducted under and pursuant to all applicable Laws (the “Company Permits”), and (ii) all such Company Permits are in full force and effecteffect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to holdbe in possession of, or the failure to be in full force and effect ofor the suspension, any Company Permitscancellation, withdrawal or revocation thereof (A) has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. (b) The Company and its Subsidiaries have been since January 1, 2015, and are in compliance with (i) all applicable Laws and (ii) all Company Permits, except where any failure to be in such compliance (A) has not had been, and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, material to the knowledge of the CompanyCompany and its Subsidiaries, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations thattaken as a whole and (B) would not reasonably be expected to, individually or in the aggregate, have not had impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and would not reasonably be expected the other transactions contemplated by this Agreement. (c) Since January 1, 2015, none of the Company or any of its Subsidiaries or, to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Knowledge of the Company, any Company Subsidiaryof their respective directors, officers or employees, has received any written or, to the knowledge Knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any oral notification from a Governmental Entity indicated to Authority or other Person asserting that the Company an intention or any of its Subsidiaries is, or is suspected of, alleged to conduct be or under investigation for being, not in compliance in all material respects with any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Laws or Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectPermits.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Each of the Company, VELCO, Company and its Subsidiaries is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variancesregistrations, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity, Entity (“Permits”) necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease lease, license and operate its properties and assets, and assets or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”), except where the failure to have, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all such Company Permits are valid and in full force and effect, except where the failure to hold, or the failure to be valid and in full force and effect ofeffect, any Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each Except as set forth in Section 3.17 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries have received any cease-and-desist letters or inquiries from any Governmental Entity with respect to the Company Permits. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permitsthreatened, except where the failure to be in compliance such suspension or cancellation, would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. (b) None reasonably be expected to materially impair the conduct of the CompanyBusiness. The Company and its Subsidiaries are not in violation or breach of, or default under, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affectedPermit, except for any conflictswhere such violation, defaults breach or violations thatdefault would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any Governmental Entity with respect to the Companyof its Subsidiaries under, any Company SubsidiaryPermit (in each case, or, to the knowledge with or without notice or lapse of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigationtime or both), except for such investigations the outcomes of whichviolations, if determined adversely to the Companybreaches, any Company Subsidiary defaults, losses or VELCOaccelerations that would not, individually or in the aggregate, reasonably be expected to have not had and a Company Material Adverse Effect. No such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries is, and since January 1, 2005, each of the Company and its Subsidiaries has not been, in conflict with, or in default or violation of (and there exists no event that, with notice or passage of time or both, would result in the Company or any of its Subsidiaries being in conflict with or in default or violation of) (i) any Laws applicable to the Company or such Subsidiary or by which any of the Company Assets is bound, including, without limitation, the FCRA, the DPPA, the GLBA and the EUPD, and, to the Knowledge of the Company, are not and have not been charged or under investigation with respect to any material violation of, any Laws, (ii) any Company Permits, or (iii) the formally-adopted policies of the Company or any of its Subsidiaries applicable to the collection, use, disclosure, maintenance and transmission of sensitive information, including non-public personal information, in electronic or physical form, in each case except for conflicts, defaults or violations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) (i) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is are in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, ordersproduct listings, registrations registrations, clearances, orders and clearances of any Governmental Entity, other authorizations necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its their respective properties and assetsassets as currently being owned, and leased or operated in accordance with all Laws or to carry on their current and operate its respective businesses as currently conducted in accordance with all Laws (the “Company Permits”), and (ii) all such Company Permits are in full force and effect, (iii) as of the date of this Agreement, there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or threatened in writing, in each case of clauses (I) through (IV) above, other than as would be material to the Company and the Company Subsidiaries, taken as a whole. The consummation of the transactions contemplated hereby, will not cause the revocation or cancellation of any Company Permit that is material to the Company. (b) The Company and each Company Subsidiary are, and have been since the Lookback Date, in compliance with (i) all Laws and (ii) all Company Permits, except where the failure to hold, or the any failure to be in full force such compliance (A) has not been, and effect of, any Company Permitswould not reasonably be expected to be, individually or in the aggregate, has not had material to the Company and each Company Subsidiary, taken as a whole and (B) would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to haveto, individually or in the aggregate, a impair in any material respect the ability of the Company Material Adverse Effectto perform its obligations in accordance with this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated hereby. (bc) None of Since the CompanyLookback Date, neither the Company nor any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset Knowledge of the Company, any Company Subsidiary of their respective directors, officers or employees, has received any written or, to the knowledge Knowledge of the Company, VELCO is bound oral notification from a Governmental Authority or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to other Person asserting that the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, or any Company Subsidiary is, or VELCOis suspected of, individually alleged to be or under investigation for being, not in the aggregate, have not had and would not reasonably be expected to have a compliance in all material respects with any Laws or Company Material Adverse EffectPermits.

Permits; Compliance with Laws. (a) (i) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental EntityEntity (each, a "Permit") necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted as of the date hereof (the “"Company Permits”"), and (ii) all such Company Permits are in full force and effect; except, except where in the failure to holdcase of each of clauses (i) and (ii), or the failure to be in full force and effect of, any Company Permitsas would not, individually or in the aggregate, has not had reasonably be expected to have a Company Material Adverse Effect. No suspension or cancellation of any Company Permits is pending or, to the knowledge of the Company, threatened in writing and no such suspension or cancellation will result from the transactions contemplated by this Agreement, in each case except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company, Company and the Company Subsidiaries have established and continue to maintain internal policies and procedures reasonably designed to ensure compliance with the Laws referred to in Section 3.9(c) in all material respects. (b) The Company and each of the Company Subsidiaries and, are in compliance with all Laws applicable to the knowledge of the Company, VELCO is, the Company Subsidiaries and since January 1, 2008 has beentheir respective businesses and properties or assets, in compliance in all respects with the terms of the Company Permits, each case except where the failure to be in compliance as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOExcept as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, no investigation, review or proceeding by any Governmental Entity with respect to the Company or any of the Company Subsidiaries or their operations is pending or, to the Company's knowledge, threatened in writing, and, to the Company's knowledge, no Governmental Entity has indicated an intention to conduct the same. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of the Company Subsidiaries, nor, to the Company's knowledge, any director, officer or employee of the Company or any of the Company Subsidiaries, has (i) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, (iii) taken any action, directly or indirectly, that would constitute a violation in any material respect by such Persons of the Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder (the "FCPA"), including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any "foreign official" (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts.

Permits; Compliance with Laws. (a) The CompanyCompany and the Company Subsidiaries are in possession of (i) all franchises, each grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary andto own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, VELCO, is threatened against the Company or any Company Subsidiary that could reasonably be expected to result in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances the suspension or cancellation of any Governmental EntityCompany Permit, necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all except any such Company Permits are in full force and effect, except Permit where the failure such suspension or cancellation could not reasonably be expected to hold, or the failure to be in full force and effect of, any Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each Except as set forth in Section 4.06(a) of the Company Subsidiaries andDisclosure Schedule, to the knowledge of the Companysince June 30, VELCO is1996, and since January 1, 2008 has been, in compliance in all respects with the terms of neither the Company Permitsnor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except where the failure for written notices relating to be in compliance would possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None Except as disclosed on Section 4.06(b) of the CompanyCompany Disclosure Schedule, since June 30, 1996, there have been no written notices, citations or decisions by any governmental or regulatory body that any product produced, manufactured or marketed at any time by the Company Subsidiary oror any of the Company Subsidiaries (the "COMPANY PRODUCTS"), other than a Company Third Party Product (as defined below), is defective or fails to meet any applicable standards promulgated by any such governmental or regulatory body, and no officer of the Company or any of the Company Subsidiaries knows of any such defect or failure. In the case of products which are produced or manufactured by third parties and are distributed by the Company or any of the Company Subsidiaries (the "COMPANY THIRD PARTY PRODUCTS"), to the knowledge of any of the Companyofficers of the Company or any of the Company Subsidiaries, VELCO isthere have been no written notices, citations or since January 1decisions by any governmental or regulatory body that any Company Third Party Product distributed at any time by the Company or any of the Company Subsidiaries is defective or fails to meet any applicable standards promulgated by any such governmental or regulatory body, 2008 has been, in conflict with, default under and none of the officers of the Company or violation any of the Company Subsidiaries knows of any Law such defect or failure. The Company and each of the Company Subsidiaries has complied with the laws, regulations, policies, procedures and specifications applicable to the Company, any Company Subsidiary or, with respect to the knowledge design, manufacture, labelling, testing and inspection of Company Products in the United States and the operation of manufacturing facilities in the United States promulgated by the United States Food and Drug Administration (the "FDA"), and has complied with the laws, regulations, policies, procedures and specifications applicable to the Company or such Company Subsidiary, as applicable, in any jurisdiction outside the United States with respect to the design, manufacture, labelling, testing and inspection of Company Products and the operation of manufacturing facilities outside of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, United States except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to Except as disclosed on Section 4.06(b) of the CompanyCompany Disclosure Schedule, any Company Subsidiarysince June 30, 1996, there have been no recalls, field notifications or seizures ordered or, to the knowledge of any of the Companyofficers of the Company or any of its Subsidiaries, VELCOthreatened by any such governmental or regulatory body with respect to any of the Company Products, is pendingother than Company Third Party Products, norand neither the Company nor any of the Company Subsidiaries has independently engaged in recalls or field notifications. In the case of Company Third Party Products distributed by the Company or any of the Company Subsidiaries, neither Company nor any of the Company Subsidiaries has received any notices or any recalls, field notifications or seizures ordered or threatened by any such governmental or regulatory body with respect to any of such Company Third Party Products, and neither Company nor any of the Company Subsidiaries has independently engaged in recalls or field notifications. Except as set forth on Exhibit 4.06(b) to the knowledge Company Disclosure Schedule, neither the Company nor any of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental EntityEntity (each, a “Permit ”) necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to holdhave, or the failure to be in full force and effect of, any Company PermitsPermits would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, Each Permit is valid and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, full force and effect except where the failure to be in compliance as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge Except as set forth in Section 3.05(a) of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary Disclosure Letter or VELCOas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) no Company Permit has been revoked, suspended, terminated or materially impaired in any manner since December 31, 2011, and (ii) neither the Company nor any Company Subsidiary is in default or violation, in any respect, of any of the Company Permits. Except as set forth in Section 3.05(a) of the Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company is not the subject of any pending or, to the knowledge of the Company, threatened action, suit, claim, dispute or other litigation, legal, administrative or arbitration proceeding or investigation, seeking the revocation, suspension, termination, modification or impairment of any Permit.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Each of the Company, VELCO, Company and its Subsidiaries is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variancesregistrations, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity, Entity ("Permits") necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease and operate its properties and assets, and assets or to carry on and operate its businesses business as currently it is now being conducted in compliance with applicable Laws (collectively, the “"Company Permits”"), and all such Company Permits are in full force and effect, except where the failure to holdhold such Company Permits, or the failure to be in full force and effect ofeffect, any Company Permitsdo not have and would not be reasonably expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each No suspension or cancellation of any of the Company Subsidiaries andPermits is pending or, to the knowledge Knowledge of the Company, VELCO isthreatened. The Company and its Subsidiaries are not in material violation or material breach of, and since January 1or material default under, 2008 any Company Permit. As of the date of this Agreement, no event or condition has beenoccurred or exists which would result in a violation of, in compliance in all respects with the terms breach, default or loss of a benefit under, or acceleration of an obligation of the Company Permitsor any of its Subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), except where the failure to be in compliance for violations, breaches, defaults, losses or accelerations that do not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement. (bi) None The businesses of the CompanyCompany and its Subsidiaries are, and since January 1, 2003 have been, operated and conducted solely in compliance in all material respects with all applicable Laws and (ii) neither the Company nor any Company Subsidiary or, to the knowledge of the Company, VELCO its Subsidiaries is, or since January 1, 2008 2003, has been, in conflict with, or in default under or violation of of, (A) any Law Laws applicable to the Company, any Company or such Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO Assets is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, (B) any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectPermits.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental EntityEntity (each, a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to holdhave, or the failure to be in full force and effect of, any Company PermitsPermits would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, Each Permit is valid and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, full force and effect except where the failure to be in compliance as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge Except as set forth in Section 3.05(a) of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary Disclosure Letter or VELCOas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) no Company Permit has been revoked, suspended, terminated or materially impaired in any manner since December 31, 2011, and (ii) neither the Company nor any Company Subsidiary is in default or violation, in any respect, of any of the Company Permits. Except as set forth in Section 3.05(a) of the Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Company or any Company Subsidiary, is the subject of any pending or, to the knowledge of the Company, threatened action, suit, claim, dispute or other litigation, legal, administrative or arbitration proceeding or investigation, seeking the revocation, suspension, termination, modification or impairment of any Permit. (b) Since January 1, 2012, the Company and each of the Company Subsidiaries is and has been in compliance with all Laws (including Insurance Laws relating to the sale, marketing, issuance, cession, administration and underwriting of insurance) applicable to the Company, the Company Subsidiaries and their respective businesses and activities, and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.05(b) of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries has received any written notice since January 1, 2012 from any Governmental Entity (i) of any material administrative, civil or criminal investigation or audit by any Governmental Entity relating to violation of, or non-compliance with, applicable Law by the Company or any of the Company Subsidiaries or (ii) alleging that the Company or any of the Company Subsidiaries are not in compliance with any applicable Law or Order in any material respect, in the case of each of clauses (i) and (ii), that has not been fully resolved. (c) This Section 3.05 does not relate to the Company SEC Documents or financial statements, which are the subject of Section 3.06; employee benefit matters, which are the subject of Section 3.12; Tax matters, which are the subject of Section 3.14; environmental matters, which are the subject of Section 3.16; or intellectual property matters, which are the subject of Section 3.17.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Each of the Company, VELCO, the Operating Partnership and the other Subsidiaries of the Company is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Entity, Authority necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO the Operating Partnership or the other Subsidiaries of the Company to own, lease and operate its properties and assets, and or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company "Permits”"), and all such Company the Permits are valid and in full force and effect, except where the failure to holdobtain and maintain the Permits, or the failure to be in full force and effect of, suspension or cancellation of any Company of the Permits, individually or in the aggregate, has not had and or would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, the Operating Partnership or any Company other Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, Company is in conflict with, default under or in default, breach or violation of of, (i) any Law Laws applicable to the Company, the Operating Partnership or any Company other Subsidiary or, to the knowledge of the Company, VELCO Company or by which any property or asset of the Company, the Operating Partnership or any other Subsidiary of the Company is bound, (ii) any Permit, or (iii) any Material Contract to which the Company, the Operating Partnership or any other Subsidiary orof the Company is a party or by which the Company, to the knowledge Operating Partnership or any other Subsidiary of the Company or any property or asset of the Company, VELCO the Operating Partnership or any other Subsidiary of the Company is bound or affectedbound, except in the case of clauses (i), (ii) and (iii) for any such conflicts, defaults defaults, breaches or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to Effect or prevent or materially delay the Company, any Company Subsidiary, or, to the knowledge consummation of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectMerger.

Permits; Compliance with Laws. (a) The CompanyExcept for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.16, which are addressed solely in that Section, each Company Subsidiary and, to the knowledge of the Company, VELCO, Company and the Company Subsidiaries is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Entity, Authority necessary for the Companyit to own, each Company Subsidiary lease and, to the knowledge of the Companyextent applicable, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses business substantially as currently it is being conducted as of the date hereof (collectively, the “Company Permits”), and all . All such Company Permits are valid and in full force and effect, except where the failure to hold, or the failure to be in full force and effect or to possess, obtain or maintain the Permits, or the suspension or cancellation of, any Company Permitsof the Permits would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each None of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of or the Company Permits, except where the failure to be in compliance Subsidiaries has taken any action that would not reasonably be expected to haveresult in the revocation of any Permit and no suspension or cancellation of any Permits is pending, except in each case as would not, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in Section 4.06(b) of the Disclosure Schedule, none of the Company or any Company Subsidiary is in conflict with, or in default, breach or violation of, (i) any Laws applicable to the Company or any Company Subsidiary by which any property or asset of the Company or any Company Subsidiary is bound or (ii) any Permit, except for any such conflicts, defaults, breaches or violations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Notwithstanding the foregoing, for all purposes of this Agreement, none of the Company or any Company Subsidiary makes any representation or warranty (pursuant to this Section 4.06 or elsewhere in this Agreement) regarding the effect of the applicable antitrust, merger control, competition or fair trade Laws on its ability to execute, deliver, or perform its obligations under this Agreement or to consummate the transactions described in this Agreement as a result of the enactment, promulgation, application or threatened or actual judicial or administrative investigation or litigation under, or enforcement of, any antitrust, merger control, competition or fair trade Law with respect to the consummation of the transactions described in this Agreement.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity, necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses Except as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. , the Company and each of its Subsidiaries holds all certificates, variances, charters, permits, licenses, franchises, approvals, concessions, qualifications, registrations, certifications and similar authorizations from any Governmental Entity (bcollectively, “Permits”) None that are necessary for the Company and its Subsidiaries to own, lease or operate their properties and assets and to carry on their businesses as currently conducted. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, as of the Companydate of this Agreement, any Company Subsidiary there are no Legal Proceedings pending or, to the knowledge of the Company, VELCO threatened that would reasonably be expected to result in the cancellation, withdrawal, revocation, termination, lapse, limitation, invalidation, suspension or adverse modification of any such Permits of the Company or any of its Subsidiaries. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each of the Company and its Subsidiaries is, or and since January 1, 2008 2021 has been, in conflict withcompliance with all applicable Laws and Orders, default under or violation of any Law applicable to the Company, any Company Subsidiary or, and (ii) to the knowledge of the Company, VELCO no condition or by which state of facts exists that would reasonably be expected to give rise to a violation of, or a liability or default under, any property applicable Law or asset Order. (c) As of the Company, any Company Subsidiary or, to the knowledge date of the Company, VELCO is bound or affectedthis Agreement, except for any conflicts, defaults or violations thatas would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, (a) neither the Company nor any of its Subsidiaries has received any written communication since January 1, 2021, from any person that alleges that the Company or any of its Subsidiaries is not had in compliance with, or is subject to liability under, any Permit, applicable Law or Order or relates to the revocation or modification of any Order, and (b) neither the Company nor any of its Subsidiaries has received any written notice that any investigation or review by any Governmental Entity is pending with respect to the Company or any of its Subsidiaries or any of the assets or operations of the Company or any of its Subsidiaries or that any such investigation or review is contemplated. (d) Since January 1, 2021 through the date of this Agreement, except as would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOhave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has conducted or initiated any internal investigation, review or audit, or made a voluntary, directed, or involuntary disclosure to any Governmental Entity with respect to any alleged violation of, or a liability or default under, any applicable Law or Order.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental EntityEntity (each, a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to holdpossess, or the failure to be in full force and effect of, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Since January 1, 2017, the Company and each of the Company Subsidiaries has been in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities and with all Orders to which the Company or the Company Subsidiaries are subject, in each case, except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company and the Company Subsidiaries, taken as a whole. Except as would not individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any of the Company Subsidiaries has received, since January 1, 2017, any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, (i) to the knowledge of the Company, (A) since January 1, 2017, there has been no investigation by any Governmental Entity with respect to the Company or any Company Subsidiary and (B) no such investigation is pending, nor (ii) has any Governmental Entity indicated to the Company or any Company Subsidiary in writing an intention to conduct any such investigation. None of the Company or any Company Subsidiary is, or since January 1, 2017 has been, suspended or debarred from doing business with any Governmental Entity, or declared non-responsible or ineligible for contracting with or for any Governmental Entity, or to the knowledge of the Company, proposed by a Governmental Entity for debarment. (c) To the knowledge of the Company, none of the Company, the Company Subsidiaries, any director, officer, employee or agent of the Company or any Company Subsidiary, in each case, acting on behalf or at the direction of the Company or any of the Company Subsidiaries, has since January 1, 2016, (i) used any funds of the Company or any of the Company Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of the Company Subsidiaries or (iii) otherwise violated or is in violation of applicable Bribery Legislation. (d) Since January 1, 2016, neither the Company nor any of the Company Subsidiaries has, in connection with or relating to the business of the Company or any of the Company Subsidiaries, received written notice from or made a voluntary disclosure to any Governmental Entity regarding any actual or potential violation of Bribery Legislation, or, to the knowledge of the Company, has been under administrative, civil, or criminal investigation, indictment, or audit (other than a routine contractual audit) concerning any actual or potential violation of Bribery Legislation.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consentsregistrations, listings, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental EntityEntity (each, a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to holdpossess, or the failure to be in full force and effect of, any Company PermitsPermits would not, individually or in the aggregate, has not had reasonably be expected to have a Company Material Adverse Effect. (b) Since September 30, 2014, the Company and each of the Company Subsidiaries have been in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and activities, except for such non-compliance that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The To the knowledge of the Company, each of no investigation by any Governmental Entity with respect to the Company Subsidiaries andor any Company Subsidiary is pending or threatened, except for such investigations the outcomes of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Since September 30, 2014, to the knowledge of the Company, VELCO isneither the Company nor any Company Subsidiaries has received any notice or other material communication from the United States Food and Drug Administration (“FDA”), and since January 1, 2008 has beenor any other Governmental Entity having jurisdiction over the Company or any Company Subsidiary, in each case, alleging a violation of any Laws applicable to the design, development, testing, manufacture, packaging, handling, distribution, marketing or sale of its products or services, including any failure to maintain systems and programs adequate to ensure compliance with any Laws related to product quality, including the FDA’s current good manufacturing practice requirements for medical devices, as set forth in all respects with the terms of the Company PermitsQuality System Regulation at 21 C.F.R. Part 820, except where the failure to be in compliance such violation would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Since September 30, 2014, the Company and each of the Company Subsidiaries has made each required filing with the FDA or Governmental Entity with respect to having jurisdiction over the Companymanufacture, any sale or distribution of Company Subsidiaryproducts, or, to the knowledge of the Company, VELCO, and each such filing is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigationvalid and in full force and effect, except for where the failure to have made such investigations the outcomes of whicha filing, if determined adversely or to the Companymaintain such filing as valid and in full force and effect, any Company Subsidiary or VELCOwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (d) Neither the Company nor any Company Subsidiary, is debarred, or to the knowledge of the Company, is under threat of debarment, under the Federal Food, Drug, and Cosmetic Act or other Laws enforced by any Government Entity, or use in any capacity the services of any person or entity so debarred, except where such debarment (or threat thereof) would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is excluded, or, to the knowledge of the Company, is under threat of exclusion, from participation in healthcare programs by the Office of Inspector General of the U.S. Department Health and Human Services or a similar agency or official, or use in any capacity the services of any person or entity who has been so excluded, except where such exclusion (or threat thereof) would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) The Company and each of the Company Subsidiaries, and their respective officers, directors, and employees and, to the knowledge of the Company, their respective agents and third-party representatives are, and since September 30, 2014 have been, in compliance in all respects with all Sanctions Laws and Ex-Im Laws, except as would not, individually or in the aggregate, reasonably be expected to adversely affect in any material respect the Company and the Company Subsidiaries (taken together as a whole). (f) Neither the Company nor any Company Subsidiary, nor any of their respective officers, directors or employees, nor, to the knowledge of the Company, any of their respective agents or third-party representatives (i) has made, authorized, solicited or received any bribe, unlawful rebate, payoff, influence payment, or kickback, (ii) has established or maintained, or is maintaining, any unlawful fund of corporate monies or properties, (iii) has used or is using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other unlawful expenses, (iv) has violated or is violating in any respect the Anti-Corruption Laws, (v) has, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any governmental official (within the meaning of the FCPA) or any other person in order to obtain an improper advantage, induce the recipient to violate a lawful duty, or for any other improper purpose, except as would not, individually or in the aggregate, reasonably be expected to adversely affect in any material respect the Company and the Company Subsidiaries (taken together as a whole). (g) Since September 30, 2014, neither the Company nor any Company Subsidiary is, or has been, the subject of any Proceedings by any Governmental Entity regarding any violation or alleged violation under any Anti-Corruption Laws, Sanctions Laws, or Ex-Im Laws, and, to the knowledge of the Company, no such investigation, inquiry or Proceedings are pending or have been threatened, except as would not, individually or in the aggregate, reasonably be expected to adversely affect in any material respect the Company and the Company Subsidiaries (taken together as a whole). (h) This Section 3.05 does not relate to employee benefit matters, which are the subject of Section 3.12; Tax matters, which are the subject of Section 3.14; Environmental Permits and compliance with Environmental Laws, which are the subject of Section 3.16; or intellectual property matters, which are the subject of Section 3.17.

Permits; Compliance with Laws. (a) The CompanyExcept as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is are in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, ordersproduct listings, registrations registrations, Orders and clearances of other authorizations, including any Governmental Entitysupplements and amendments thereto, necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its their respective properties and assets, and assets in accordance with all Laws or to carry on and operate its their respective businesses as currently conducted in accordance with all Laws (the “Company Permits”), and (ii) all such Company Permits are in full force and effect, (iii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit, (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is 13 pending or, to the Knowledge of the Company, threatened and (v) the consummation of the transactions contemplated hereby will not cause the revocation or cancellation of any Company Permit. (b) The Company, each Company Subsidiary and each of their respective directors, officers and employees, to the extent acting on behalf of the Company or any Company Subsidiary, have been, since January 1, 2020, in compliance with (i) all Laws and (ii) all Company Permits, except where the failure to hold, or the any failure to be in full force such compliance (A) has not had, and effect of, any Company Permitswould not reasonably be expected to have, individually or in the aggregate, has not had and a Company Material Adverse Effect, or (B) would not reasonably be expected to have a Company Material Adverse Effect. The Companyprevent, each materially impair or materially delay the ability of the Company Subsidiaries andto consummate the Merger and the other transactions contemplated hereby. (c) Since January 1, 2020, neither the Company nor any Company Subsidiary nor, to the knowledge Knowledge of the Company, VELCO any of their respective directors, officers or employees, to the extent acting on behalf of the Company or any of the Company Subsidiaries, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company or any Company Subsidiary is, and since January 1or is suspected of, 2008 has beenalleged to be or under investigation for being, not in compliance in all respects with the terms of the any Laws or Company Permits, except where the failure to be in compliance as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental EntityEntity (each, a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted as of the date hereof (the “Company Permits”), and all such Company Permits are in full force and effect, in each case except where the failure to hold, or the failure to be in full force and effect of, any Company Permitsas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, suspension or cancellation of any Company Subsidiary, Permits is pending or, to the knowledge of the Company, VELCOthreatened in writing and no such suspension or cancellation will result from the transactions contemplated by this Agreement, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, in each case except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCOas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company and each of the Company Subsidiaries is in compliance with all Laws applicable to the Company, the Company Subsidiaries and their respective businesses and properties or assets, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no investigation, review or proceeding by any Governmental Entity with respect to the Company or any of the Company Subsidiaries or their operations is pending or, to the Company’s knowledge, threatened in writing, and, to the Company’s knowledge, no Governmental Entity has indicated an intention to conduct the same. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of the Company Subsidiaries, nor, to the Company’s knowledge, any director, officer or employee of the Company or any of the Company Subsidiaries, has (i) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, or (iii) taken any action, directly or indirectly, that would constitute a violation in any material respect by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.

Permits; Compliance with Laws. (a) The Company, each Company Subsidiary and, to the knowledge Each of the Company, VELCO, Company and its Subsidiaries is in possession of all material franchises, grants, easements, authorizations, licenses, permitseasements, variances, exceptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances other permits of any Governmental Entity, Entity (“Permits”) necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO it to own, lease and operate its properties and assets, and assets or to carry on and operate its businesses business as currently it is now being conducted (collectively, the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure for such failures to be in full force and effect of, any Company Permits, individually or in the aggregate, (i) as has not had had, and would is not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected likely to have, individually or in the aggregate, a material adverse effect on the Company Material Adverse Effect. and its Subsidiaries, taken together or (bii) None is not likely to materially and adversely affect the ability of the Company to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement. No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, any Company Subsidiary orthreatened, to and no such suspension or cancellation will result from the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or transactions contemplated by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affectedthis Agreement, except for any conflicts(i) as has not had, defaults or violations thatand is not reasonably likely to have, individually or in the aggregate, have a material adverse effect on the Company and its Subsidiaries, taken together or (ii) is not had likely to materially and would not reasonably be expected adversely affect the ability of the Company to have a perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement. (b) Neither the Company Material Adverse Effectnor any of its Subsidiaries is or has been in conflict with, or in material default or violation of, (i) any Laws applicable to the Company or such Subsidiary or by which any of the Company Assets is bound or (ii) any Company Permits. No investigation by Neither the Company nor any Subsidiary has received any notice or communication from any Governmental Entity alleging noncompliance with respect to the Companyany applicable laws, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary rule or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectregulation.

Permits; Compliance with Laws. (a) The Company and Company Subsidiaries are in possession of all registrations, franchises, grants, authorizations, licenses, permits, consents, certificates, approvals, other regulatory authorizations and orders of any Governmental Authority necessary for them to own, lease and operate their properties or to carry on their business as it is now being conducted (collectively, the “Permits”) and all such Permits are valid and in full force and effect, except where the failure to obtain, maintain or possess, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) None of the Company or any Company Subsidiary is in violation of any Laws or Permits applicable to the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound, and, to the Knowledge of the Company, no event has occurred which would constitute (i) a breach or default under, or would cause a revocation, or termination of any Permits applicable to the Company or any Company Subsidiary or (ii) a violation of any Laws applicable to the Company or any Company Subsidiary, except, in each case, for any such violation, breach, default, revocation or termination which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in Section 4.13 of the Company Disclosure Schedule with respect to tax audits, the Company has not been advised of any pending investigation or inquiry by any Governmental Authority with respect to the Company or any Company Subsidiary and, to the knowledge of the Company, VELCO, no such investigation or inquiry is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity, necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to hold, or the failure to be in full force and effect of, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has beenthreatened, in compliance in all respects each case, with the terms of the Company Permits, except where the failure respect to be in compliance would not reasonably be expected to have, individually any alleged or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or claimed violation of any Law applicable to the Company, Company or any Company Subsidiary orSubsidiary, to the knowledge of the Company, VELCO or by which any property or asset of the Company, Company or any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except except, in each case, for any conflicts, defaults such investigation or violations thatinquiry which would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental EntityEntity (each, a “Permit”) necessary for the Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to holdpossess, or the failure to be in full force and effect of, any Company PermitsPermits would not, individually or in the aggregate, has not had and would not (A) reasonably be expected to have a Company Material Adverse Effect. Effect or (B) reasonably be expected to prevent or materially delay the consummation by the Company or the Company Subsidiaries of the Merger or any other Transactions. (b) The Company, Company and each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 2018 has been, been in compliance in with all respects with Laws applicable to the terms of Company, the Company PermitsSubsidiaries and their respective businesses and activities and properties or assets owned or used by them, except where the failure to be in for such non-compliance that would not reasonably be expected to havenot, individually or in the aggregate, (A) reasonably be expected to have a Company Material Adverse Effect. Effect or (bB) None reasonably be expected to prevent or materially delay the consummation by the Company or the Company Subsidiaries of the CompanyMerger or any other Transactions. No investigation, review or audit by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, VELCO is, threatened against the Company or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affectedSubsidiary, except for any conflictssuch investigations, defaults or violations thatreviews and audits the outcomes of which would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated be material and adverse to the Company an intention to conduct any such investigationand the Company Subsidiaries, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effecttaken as whole.

Permits; Compliance with Laws. (a) The Company, Company and each Company Subsidiary and, to the knowledge of the Company, VELCO, is its Subsidiaries are in possession of all franchises, grants, easements, authorizations, licenses, permits, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and clearances of any Governmental Entity, necessary for the Company, each Company Subsidiary and, Permits required to the knowledge of the Company, VELCO be held by them in order to own, lease and operate its their respective properties and assets, and to carry on and operate its their respective businesses as currently conducted (they are now being conducted, and, to the “Company Permits”)Knowledge of the Company, and all such Company Permits are valid and in full force and effect, except where the for any failure to holdmaintain or possess any such Permit, and except for any suspension or the failure to be in full force and effect ofcancellation of any such Permit, any Company Permitsthat would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in conflict with, default under or violation of any Law applicable to the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is in violation of any, and since January 1, 2010, the Company and its Subsidiaries have been in compliance with all, Laws applicable to the Company or any of its Subsidiaries, except for any such violation or non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Neither the Company nor, to the Knowledge of the Company, any of its Subsidiaries or their respective employees and representatives have given, loaned, paid, promised, offered or authorized the payments, directly or indirectly through a third party, of anything of value to any “foreign official,” as defined in the FCPA, to persuade that official to help the Company, or any other person, obtain or keep business or to secure some other improper advantage. The Company and its Subsidiaries make and keep books, records and accounts that accurately and fairly reflect material transactions and the distribution of the Company’s and the Subsidiaries’ material assets in all material respects in accordance with the FCPA. The Company and its Subsidiaries are in the process of implementing disclosure controls and procedures, including an internal accounting controls system, that are designed to provide reasonable assurances that violations of the FCPA and any similar law will be prevented, detected and deterred.

Permits; Compliance with Laws. (a) The CompanyExcept as Previously Disclosed, each Company Subsidiary and, to the knowledge of the Company, VELCO, Company and the Company Subsidiaries is in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations approvals and clearances orders of any Governmental Entity, Entity necessary for the Company, each Company Subsidiary and, to the knowledge of the Company, VELCO Company or the Company Subsidiaries to own, lease and operate its properties and assets, and or to carry on and operate its businesses business as currently it is now being conducted or as is contemplated to be conducted (the “Company "Permits”"), and all such Company Permits are in full force and effect, except where the failure to holdhave, or the failure to be in full force and effect suspension or cancellation of, any Company Permits, individually or in of the aggregate, has not had and Permits would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. The Company, each As of the Company Subsidiaries anddate of this Agreement, to the knowledge no suspension or cancellation of any of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) None of the Company, any Company Subsidiary Permits is pending or, to the knowledge of the Company, VELCO isthreatened, except where the failure to have, or since January 1the suspension or cancellation of, 2008 has beenany of the Permits would not have a Material Adverse Effect on the Company. Except as Previously Disclosed, neither the Company nor any Company Subsidiary is in conflict with, or in default under under, breach or violation of of, (a) any Law law applicable to the Company, Company or any Company Subsidiary or, to the knowledge of the Company, VELCO or by which any property or asset of the Company, Company or any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults defaults, breaches or violations thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to Effect on the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.