Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. (a) All Permits required with respect to the Business have been legally obtained and maintained and are valid and in full force and effect. Seller is duly licensed to conduct the Business as presently conducted in all jurisdictions in which the Business is conducted and is in compliance with all of the terms and conditions of such licenses. There has been no material change in the facts or circumstances reported or assumed in the application for or granting of any Permits. No outstanding violations are or have been recorded in respect of any of the Permits. No proceeding is pending or, to Seller’s Knowledge, threatened, to suspend, revoke, withdraw, modify or limit any Permit, and, to Seller’s Knowledge, there is no fact, error or admission relevant to any Permit that would permit the suspension, revocation, withdrawal, modification or limitation of, or result in the threatened suspension, revocation, withdrawal, modification or limitation of, or in the loss of any Permit. (b) The Business is being and has been conducted in compliance in all material respects with all Permits and applicable Laws. Seller is not in violation of any Laws applicable to the Business by which any of the Transferred Assets is bound or affected, other than those violations which do not have a Material Adverse Effect. Except as disclosed on Schedule 3.09(b), Seller has not taken any action, or failed to take any action, which might, to any extent, prevent, impede or result in the revocation of the vesting in Buyer of good and valid title to the Transferred Assets (or any portion thereof) free and clear of all claims and interests of creditors and equity security holders. (c) There are no Permits required to conduct the Business as and where it is presently being conducted and which relate specifically to the manufacturing process for wet tantalum capacitors. (d) Except as set forth on Schedule 3.09 hereto, Seller has not received any notification that it is in violation of any applicable building, zoning, anti-pollution, environmental, health or other Law in respect of the Business and no such violation exists.

Permits; Compliance with Laws. (a) All The Company and its Subsidiaries are in possession of all franchises, grants, registrations, licenses, variances, exceptions, Consents and certificates necessary for the Company and its Subsidiaries to carry on their business as it is now being conducted (the “Company Permits”), and all Company Permits required with respect are in full force and effect and no suspension or cancellation of any of the Company Permits is pending or, to the Business have been legally obtained and maintained and are valid and Knowledge of the Company, threatened, except where the failure to be in possession of or be in full force and effect, or the suspension or cancellation of, any of the Company Permits would not have a Company Material Adverse Effect. Seller is duly licensed The Company Permits are sufficient and adequate to permit the continued lawful conduct of the Business business of the Company and its Subsidiaries as presently conducted, and none of the operations of the Company or its Subsidiaries is being conducted in all jurisdictions a manner that violates in which the Business is conducted and is in compliance with all any material respect any of the terms and or conditions of under which any Company Permit was granted, except for such licenses. There has been no material change in the facts insufficiency or circumstances reported inadequacy or assumed in the application for or granting of any Permitssuch violations that would not have a Company Material Adverse Effect. No outstanding violations are petition, action, investigation, notice of violation, notice of forfeiture, complaint or have been recorded in respect of proceeding seeking to revoke, cancel, suspend or withdraw any of the Permits. No proceeding material Company Permits is pending or, to Seller’s Knowledgethe Knowledge of the Company, threatenedthreatened before any Governmental Authority except as would not have a Company Material Adverse Effect. Since January 1, 2021, no written notices from a Governmental Authority have been received by, and no claims by a Governmental Authority have been filed against, the Company or its Subsidiaries alleging a failure of the Company or any of its Subsidiaries to suspend, revoke, withdraw, modify hold or limit be in compliance with any Company Permit, and, to Seller’s Knowledge, there is no fact, error or admission relevant to any Permit except for such failures that would permit not have a Company Material Adverse Effect. Notwithstanding the suspensionforegoing, revocationno representation or warranty in this Section 3.5(a) is made with respect to real property matters, withdrawal, modification or limitation of, or result which are addressed exclusively in the threatened suspension, revocation, withdrawal, modification or limitation of, or in the loss of any PermitSection 3.17. (b) The Business is being and None of the Company or any of its Subsidiaries is, nor since January 1, 2021 has been conducted been, in compliance in all material respects with all Permits and applicable Laws. Seller is not in default or violation of any Laws Law applicable to the Business by which Company or any of the Transferred Assets is bound its Subsidiaries and has otherwise conducted its respective businesses in accordance with all applicable Laws, except for any such default, violation or affected, other than those violations which do non-compliance that would not have a Company Material Adverse Effect. Except as disclosed on Schedule 3.09(b)Since January 1, Seller 2021, none of the Company or its Subsidiaries has not taken received any action, or failed to take any action, which mightwritten or, to any extent, prevent, impede or result in the revocation Knowledge of the vesting in Buyer Company, oral notice from a Governmental Authority of good and valid title to the Transferred Assets any violation (or any portion thereofinvestigation with respect thereto) free of any such Law or Order, and clear none of all claims and interests the Company or its Subsidiaries is in default with respect to any Order applicable to any of creditors and equity security holdersits assets, properties or operations, except for any of the foregoing that would not have a Company Material Adverse Effect. Notwithstanding the foregoing, no representation or warranty in this Section 3.5(b) is made with respect to real property matters, which are addressed exclusively in Section 3.17. (c) There are no Permits required to conduct Except as would not have a Company Material Adverse Effect, since January 1, 2021, none of the Business as and where it is presently being conducted and which relate specifically Company or any of its Subsidiaries nor, to the manufacturing process for wet tantalum capacitorsKnowledge of the Company, any of its or their respective directors, officers, or employees, or agents has: (i) violated, been charged with or convicted of violating, or received any notice, request, or citation, or been made aware of any allegation, investigation (formal or informal), inquiry, action, charge, or proceeding with regard to a potential violation of, any provision of the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other similar applicable Laws relating to bribery or corruption (the “Anti-Corruption Laws”); (ii) directly or indirectly, offered, paid, promised, or authorized, any money, gift, or other thing of value, (A) unlawfully, to any foreign official (as such term is defined in the FCPA), or to any Person while knowing that such person had or would offer, pay, promise, or authorize, any money, gift, or other thing of value to any foreign official (as such term is defined in the FCPA), or (B) to any customer or employee or agent of any business counterparty to induce or reward the improper performance of the recipient’s function or the breach of a duty owed by the recipient to his or her employer or principal, in each of clauses (A) and (B), in material violation of applicable Anti-Corruption Laws. The Company has in place internal controls reasonably designed to prevent violations of applicable Anti-Corruption Laws. (d) Except as set forth would not have a Company Material Adverse Effect, the Company and each of the Company’s Subsidiaries are, and since January 1, 2021 have been, in compliance with all applicable U.S. Laws and Consents issued by a Governmental Authority applicable to the export or import of goods, technology or software, including without limitation the U.S. Export Administration Regulations (EAR), (15 CFR 768-799); the U.S. Arms Export Control Act (22 USC 2751-2779), the International Traffic in Arms Regulations (ITAR) (22 CFR 120-130); the Regulations of the Bureau of Alcohol, Tobacco, and Firearms (ATF) (27 CFR 447-555); the Homeland Security Act of 2002 and the U.S. Customs Regulations (19 CFR 1-199) (collectively, “Export Control Laws”). Except as would not have a Company Material Adverse Effect, since January 1, 2021, neither the Company nor any Subsidiary of the Company (i) has been found in violation of, charged with, or convicted of, any Export Control Laws, (ii) is, to the Knowledge of the Company, under investigation by any Governmental Authority for possible violation of any Export Control Law, (iii) has been assessed civil penalties under any Export Control Laws or (iv) has filed any voluntary disclosures with any Governmental Authority regarding possible violations of any Export Control Laws. (e) Except as would not have a Company Material Adverse Effect, neither the Company nor any Subsidiary of the Company, nor any director, officer, nor, to the Knowledge of the Company, any employee or agent acting on Schedule 3.09 heretobehalf of the Company or its Subsidiaries, Seller in their capacity as such, is a Person that is the subject or target of sanctions under any U.S. Laws and regulations relating to economic or trade sanctions, including the Laws administered or enforced by the Office of Foreign Assets Control and the U.S. Department of State (collectively “Sanctions Laws”). (f) Except as would not have a Company Material Adverse Effect, neither the Company nor any Subsidiary of the Company (i) has, since January 1, 2021, been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States Law governing such activities (collectively, “Anti-Money Laundering Laws”), or any Sanctions Laws, (ii) is under any pending investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or Sanctions Laws, or (iii) has, since January 1, 2021, filed any voluntary disclosures with any Governmental Authority regarding possible violations of Sanctions Laws. Neither the Company, nor any Subsidiary of the Company, directly or, to the Knowledge of the Company, indirectly, (i) has not received any notification that it is investment in, or engage in any dealing or transaction with, any person in material violation of any applicable buildingSanctions Laws or (ii) engages in any activity that could reasonably be expected to cause the Parent to become a target of Sanctions Laws. (g) Neither the Company nor any of its Subsidiaries (i) produces, zoningdesigns, anti-pollutiontests, environmentalmanufactures, health fabricates, or other Law develops any critical technologies as that term is defined in 31 C.F.R. § 800.215; (ii) performs the functions as set forth in column 2 of appendix A to 31 C.F.R. Part 800 with respect to covered investment critical infrastructure, as that term is defined in 31 C.F.R. § 800.212; or (iii) maintains or collects sensitive personal data, or has a demonstrated business objective to do so in the future, as described in 31 C.F.R. § 800.241, and, therefore, neither the Company nor any of the Business and no such violation existsits Subsidiaries is a “TID U.S. business” as defined in 31 C.F.R. § 800.248.

Permits; Compliance with Laws. 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 (acollectively, “Permits”) All that are necessary for them to own, lease or operate their properties and assets and to carry on their businesses in all material respects as currently conducted. Section 3.01(i) of the Company Letter sets forth, as of the date of this Agreement, a list of all Permits required with respect that are material to the Business have been legally obtained Company and maintained and are valid and in full force and effectits Subsidiaries, other than ordinary course Permits generally required for the operation of a retail store of any type. Seller is duly licensed to conduct the Business as presently conducted in all jurisdictions in which the Business is conducted and is in compliance with all Each of the terms Company and conditions of such licenses. There its Subsidiaries is, and since February 1, 2009 has been no material change in the facts or circumstances reported or assumed in the application for or granting of any Permits. No outstanding violations are or have been recorded in respect of any of the Permits. No proceeding is pending orbeen, to Seller’s Knowledge, threatened, to suspend, revoke, withdraw, modify or limit any Permit, and, to Seller’s Knowledge, there is no fact, error or admission relevant to any Permit that would permit the suspension, revocation, withdrawal, modification or limitation of, or result in the threatened suspension, revocation, withdrawal, modification or limitation of, or in the loss of any Permit. (b) The Business is being and has been conducted in compliance in all material respects with all Permits and applicable Laws (for the avoidance of doubt, when used in this Agreement “applicable Laws” shall include Franchise Laws and Relationship Laws) and Judgments, and no condition or state of facts exists that would reasonably be expected to give rise to a material violation of, or a material liability or default under, any applicable Law or Judgment. Seller The execution and delivery of this Agreement by the Company does not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the terms hereof would not reasonably be expected to, cause the revocation or cancellation of any material Permit. Neither the Company nor any of its Subsidiaries has received any written communication during the past three years from any person that alleges that the Company or any of its Subsidiaries is not in violation compliance in all material respects with, or is subject to material liability under, any Permit, Law or Judgment or relating to the revocation or modification of any Laws applicable material Permit. 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 Business by which Company or any of its Subsidiaries or any of the Transferred Assets is bound assets or affected, other than those violations which do not have a Material Adverse Effect. Except as disclosed on Schedule 3.09(b), Seller has not taken any action, or failed to take any action, which might, to any extent, prevent, impede or result in the revocation operations of the vesting in Buyer of good and valid title to the Transferred Assets (Company or any portion thereof) free and clear of all claims and interests of creditors and equity security holdersits Subsidiaries or that any such investigation or review is contemplated. (c) There are no Permits required to conduct the Business as and where it is presently being conducted and which relate specifically to the manufacturing process for wet tantalum capacitors. (d) Except as set forth on Schedule 3.09 hereto, Seller has not received any notification that it is in violation of any applicable building, zoning, anti-pollution, environmental, health or other Law in respect of the Business and no such violation exists.

Permits; Compliance with Laws. (a) All Permits required Each Company is and since May 1, 2016 has been in compliance in all respects with respect 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 Business have been legally obtained Companies taken as a whole. (b) Each Company and, to the knowledge of the Seller Parties, each of its directors, managers, officers, principals, Affiliates and maintained Persons performing management functions similar to officers, any such Persons, including the Companies, (the “Seller Licensing Affiliates”), hold all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and are approvals of all Governmental Entities (including under the Gaming Laws), necessary to conduct the business and operations conducted by such Company, each of which is valid and in full force and effect. Seller is duly licensed to conduct the Business as presently conducted effect in all jurisdictions in which material respects (the Business is conducted and is in compliance with all “Company Permits”). With respect to the Company Permits held by the Seller Parties, no event has occurred or condition or state of facts exists that would reasonably be expected to permit or upon the terms and conditions giving of such licenses. There has been no material change in the facts notice or circumstances reported passage of time or assumed in the application for both, would reasonably be expected to permit, revocation, non-renewal, modification, suspension, limitation or granting of any Permits. No outstanding violations are or have been recorded in respect termination of any of such Company Permits that currently are in effect, and with respect to the Permits. No proceeding is pending orCompany Permits held by the directors, managers, officers and Persons performing management functions similar to officers of the Seller Parties, to Seller’s Knowledgethe knowledge of the Seller Parties, threatenedno 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, be reasonably expected to suspend, revoke, withdraw, modify materially and adversely affect the Companies taken as a whole or limit any Permit, materially delay or impede the ability of the parties hereto to consummate the transactions contemplated by this Agreement. Each Company and, to Seller’s Knowledgethe knowledge of the Seller Parties, there is no factits directors, error or admission relevant officers, and Persons performing management functions similar to any Permit that would permit the suspensionofficers, revocation, withdrawal, modification or limitation of, or result in the threatened suspension, revocation, withdrawal, modification or limitation of, or in the loss of any Permit. (b) The Business is being and has been conducted are in compliance in all material respects with all the terms of the applicable Company Permits and applicable Laws. Seller is not except for such failures to comply that would not, individually or in violation of any Laws applicable the aggregate, be reasonably likely to be material to the Business by which any of the Transferred Assets is bound or affected, other than those violations which do not have Companies taken as a Material Adverse Effect. Except as disclosed on Schedule 3.09(b), Seller has not taken any action, or failed to take any action, which might, to any extent, prevent, impede or result in the revocation of the vesting in Buyer of good and valid title to the Transferred Assets (or any portion thereof) free and clear of all claims and interests of creditors and equity security holderswhole. (c) There are no Permits required Since May 1, 2016, neither Parent, Sellers nor any Company has received any written notice or other written communication from any Governmental Entity or other Person (x) asserting any material violation of, or failure to conduct the Business as and where it comply in any material respect with, any requirement of any Law applicable to a Company or Company Permit that is presently being conducted and which relate specifically material to the manufacturing process for wet tantalum capacitorsoperation of the business of a Company, (y) 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 or Permit that is material to the operation of the business of such Company or (z) 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) Except as set forth on Schedule 3.09 heretoTo the knowledge of the Seller Parties, and with respect to the Seller has Parties only and not received with respect to Buyers, there is no fact, which if known to the Gaming Authorities, will or would reasonably be expected to result in (i) the failure to obtain any notification that it is Governmental Approval, or (ii) the failure to maintain in good standing any Company Permit (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 buildingLaw. No Company has accepted or received any illegal gift, zoningcontribution, anti-pollutionpayment, environmentalbribe, health rebate, kickback, expenditure or other Law in respect item of the Business and no such violation existsvalue.

Permits; Compliance with Laws. 4.9.1 To Seller’s knowledge, Seller holds all material permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (aincluding authorizations under Gaming Laws) All Permits required with respect necessary to conduct the Business have been legally obtained business and maintained and are valid and operations at the Property as presently conducted (the “Seller Permits”), each of which is in full force and effect. Seller is duly licensed to conduct the Business as presently conducted effect in all jurisdictions in which the Business is conducted and is in compliance with all of the terms and conditions of such licensesmaterial respects. There has been no material change in the facts or circumstances reported or assumed in the application for or granting of any Permits. No outstanding violations are or have been recorded in respect of any of the Permits. No proceeding is pending or, to To Seller’s Knowledgeknowledge, threatenedno event has occurred which permits or is reasonably likely to result in, to suspendor upon the giving of notice or passage of time, revokeor both, withdraw, modify or limit any Permit, and, to Seller’s Knowledge, there is no fact, error or admission relevant to any Permit that would permit the suspensionor would be reasonably likely to result in, revocation, withdrawalnon-renewal, modification or limitation ofmodification, or result in the threatened suspension, limitation or termination of any Seller Permit that currently is in effect, except where such revocation, withdrawalnon-renewal, modification modification, suspension, limitation or limitation of, or in the loss of any Permit. (b) The Business is being and has been conducted in compliance in all material respects with all Permits and applicable Laws. Seller is termination would not in violation of any Laws applicable reasonably be expected to the Business by which any of the Transferred Assets is bound or affected, other than those violations which do not have a Property Material Adverse Effect. Except as disclosed on Schedule 3.09(b), Seller has not taken any action, or failed to take any action, which might, to any extent, prevent, impede or result in the revocation of the vesting in Buyer of good and valid title to the Transferred Assets (or any portion thereof) free and clear of all claims and interests of creditors and equity security holders. (c) There are no Permits required to conduct the Business as and where it is presently being conducted and which relate specifically to the manufacturing process for wet tantalum capacitors. (d) Except as set forth on Schedule 3.09 hereto4.9.2 To Seller’s knowledge, Seller has not received any notification written notice to the effect that it any of Seller’s directors, officers, and Persons performing management functions similar to officers, with respect to the operation and support of the business conducted at the Property, does not hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct of the business and operations conducted at the Property. 4.9.3 To Seller’s knowledge, Seller has not received any written notice to the effect that the business conducted by Seller at the Property is being conducted in violation of any applicable buildingLaw of any Governmental Entity (including any Gaming Laws). To Seller’s knowledge, zoning, anti-pollution, environmental, health Seller has not received a written notice of or other Law been charged with the violation of any Laws in respect of connection with the Business and no such violation existsbusiness conducted by Seller at the Property.

Permits; Compliance with Laws. (a) All The Permits required with respect Schedule contains a complete list, as of the date of this Agreement, of all material Permits issued to the Business have been legally obtained Company or any of its Subsidiaries which are required for the operation of the business of the Company and maintained its Subsidiaries as presently conducted. Except as set forth on the Permits Schedule, as of the date hereof, each of the Company and its Subsidiaries holds and is in compliance, in all material respects, with all material Permits which are valid required for the operation of the business of the Company and its Subsidiaries as presently conducted and all such Permits are in full force and effect. Seller is duly licensed to conduct the Business as presently conducted effect in all jurisdictions in which material respects. Neither the Business is conducted and is in compliance with all Company nor any of the terms and conditions of such licenses. There has been no material change in the facts or circumstances reported or assumed in the application for or granting its Subsidiaries have received written notice of any Permits. No outstanding violations are or have been recorded in respect of any of the Permits. No proceeding is Proceedings pending or, to Seller’s Knowledgethe Knowledge of the Company, threatened, relating to suspendthe suspension, revokerevocation or modification of any material Permit which is required for the operation of the business of the Company and its Subsidiaries as presently conducted. The Company is not in material default or violation and no event has occurred which, withdrawwith notice or the lapse of time or both, modify would constitute a default or limit violation, in any Permitmaterial respect, andof any term condition or provision of any material Permit which is required for the operation of the business of the Company and its Subsidiaries as presently conducted, and to Seller’s the Company's Knowledge, there is are no fact, error facts or admission relevant to circumstances which could form the basis for any Permit such default or violation. None of the material Permits that would permit are required for the suspension, revocation, withdrawal, modification or limitation of, or result in operation of the threatened suspension, revocation, withdrawal, modification or limitation of, business of the Company and its Subsidiaries as presently conducted will be materially impaired or in any way materially and adversely affected by the loss consummation of any Permitthe transactions contemplated by this Agreement. (b) The Business is being and has been conducted in compliance in all material respects with all Permits and applicable Laws. Seller is not in violation of any Laws applicable to the Business by which any of the Transferred Assets is bound or affected, other than those violations which do not have a Material Adverse Effect. Except as disclosed on Schedule 3.09(b), Seller has not taken any action, or failed to take any action, which might, to any extent, prevent, impede or result in the revocation of the vesting in Buyer of good and valid title to the Transferred Assets (or any portion thereof) free and clear of all claims and interests of creditors and equity security holders. (c) There are no Permits required to conduct the Business as and where it is presently being conducted and which relate specifically to the manufacturing process for wet tantalum capacitors. (d) Except as set forth on Schedule 3.09 heretothe Compliance with Laws Schedule, Seller has not (i) the Company and its Subsidiaries are, and during the past three (3) years have been, in compliance, in all material respects, with all Laws applicable to their respective businesses, operations and assets as currently operated; and (ii) neither the Company nor any of its Subsidiaries has, during the past three (3) years, received any notification that it is in violation written demand or notice (A) of any Proceeding against it alleging any material failure to comply with any applicable buildingLaw, zoning(B) regarding a pending investigation or review by any Governmental Body or (C) threatening to revoke, anti-pollutionsuspend, environmental, health or other Law in respect of modify any Permit owned or held by the Business and no such violation existsCompany.

Permits; Compliance with Laws. (a) All The Company is in possession of all Permits, including without limitation all such Permits required with respect by the FDA, necessary for it to the Business have been legally obtained own, lease and maintained and operate its properties or to carry on its business as it is now being conducted. All such Permits are valid and in full force and effect. Seller is duly licensed to conduct , and the Business as presently conducted in all jurisdictions in which the Business is conducted and is in compliance with Company has satisfied all of the terms material requirements of and conditions fulfilled and performed all of its material obligations with respect to such licenses. There has been no material change in the facts or circumstances reported or assumed in the application for or granting of any Permits. No outstanding violations are or have been recorded in respect of any of the Permits. No proceeding is pending or, to Seller’s Knowledge, threatened, to suspend, revoke, withdraw, modify or limit any Permit, and, to Seller’s Knowledgethe Knowledge of the Sellers, there is no fact, error or admission relevant to any Permit event has occurred that would permit the suspension, revocation, withdrawal, modification or limitation ofallows, or result after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the threatened suspension, revocation, withdrawal, modification or limitation of, or in rights of the loss holder of any Permitsuch Permits. (b) The Business is being and has been conducted in compliance in all material respects with all Permits and applicable Laws. Seller is not in violation of any Laws applicable to the Business by which any of the Transferred Assets is bound or affected, other than those violations which do not have a Material Adverse Effect. Except as disclosed on Schedule 3.09(b), Seller has not taken any action, or failed to take any action, which might, to any extent, prevent, impede or result in the revocation of the vesting in Buyer of good and valid title to the Transferred Assets (or any portion thereof) free and clear of all claims and interests of creditors and equity security holders. (c) There are no Permits required to conduct the Business as and where it is presently being conducted and which relate specifically to the manufacturing process for wet tantalum capacitors. (d) Except as set forth on Schedule 3.09 hereto5.3(b) of Sellers’ Disclosure Schedule, Seller the Company has, since its inception, complied in all material respects with all Laws relating to or applicable to its business. (c) Neither the Company nor, to the Knowledge of the Sellers, any of the Company’s managers, members, agents, distributors or any other Person associated with or acting on behalf of the Company has not received (i) violated or is in violation of any notification that it provision of the FCPA, (ii) violated or is in violation of any applicable buildingLaw enacted in any jurisdiction in connection with or arising under the OECD Convention, zoning(iii) made, anti-pollutionoffered to make, environmentalpromised to make or authorized a Prohibited Payment, health (iv) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment, or (v) violated or is in violation of any other Laws regarding use of funds for political activity or commercial bribery. The Company has maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, officials of Governmental Authorities and other third parties. (d) There is no actual, or to the Knowledge of the Sellers threatened, enforcement Action by the FDA or any other Governmental Authority that has jurisdiction over the operations of the Company. The Company has not received written notice of any pending or threatened claim by the FDA, or any other Governmental Authority that has jurisdiction over the operations of the Company, and to the Knowledge of the Company, no Governmental Authority is considering such action. (e) To the Knowledge of the Sellers, Nexgen Pharma and Centric have filed with the FDA and any other Governmental Authorities all reports, documents, forms, notices, applications, records, claims, submissions, and supplements or amendments thereto, including adverse event reports and all other submitted data relating to the Products, as required by any Law or Permit, and all such reports, documents, forms, notices, applications, records, claims, submissions, and supplements or amendments were in all material respects complete, correct and not misleading on the date filed (or were corrected or supplemented by a subsequent submission), and, to the Knowledge of the Sellers, no written or notice of deficiencies has been issued or asserted by any applicable Governmental Authority with respect to any such reports, documents, forms, notices, applications, records, claims, submissions, or any supplements or amendments thereto. (f) The Company has not received any FDA Form 483, Warning Letter, untitled letter or other correspondence or notice from the FDA or other Governmental Authority alleging or asserting noncompliance with any applicable Law in respect or Permit, and to the Knowledge of the Business Sellers, neither the FDA nor any other Governmental Authority is considering such action. (g) The Company has not conducted any clinical trials of the Products at any time and is not currently conducting any such trials. There are no such violation existspending or, to the Knowledge of the Sellers, threatened actions or proceedings by the FDA or any other Governmental Authority that would prohibit or impede the potential future commercial sale of any of the Products. There are no Contracts, including settlements with Governmental Authorities, that would reasonably be expected to impose obligations for independent review and oversight of marketing and sales practices or limit in any material respect the ability of the Company to develop, manufacture, market or sell any of the Products. (h) Except as set forth in Schedule 5.3(h) of the Sellers’ Disclosure Schedule, to the Knowledge of the Sellers, the development, manufacture, labeling and storage, as applicable, of all Products have been and are being conducted in material compliance with all applicable Laws including the FDA’s current Good Laboratory Practices and Good Manufacturing Practices. In addition, the Company has at all times been and is in material compliance with all other applicable FDA requirements, including registration and listing requirements set forth in 21 U.S.C. Section 360 and 21 C.F.R. Part 207. (i) The Company has not, either voluntarily or involuntarily, initiated, conducted, or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, warning, “dear doctor” letter, investigator notice or other notice or action relating to an alleged lack of safety or efficacy of either Product. (j) The Company is and at all times has been and, to the Knowledge of the Sellers, all agents, representatives and contractors of the Company are and at all times have been, in compliance with the federal Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), Sxxxx Law (42 U.S.C. Section 1395nn), False Claims Act (31 U.S.C. Section 3729 et seq.), and any comparable state or foreign Laws, in each case as amended from time to time. (k) The Company has not engaged in (i) any unlawful or unauthorized practice of medicine or (ii) other professionally licensed activities through any websites sponsored or operated, or formerly sponsored or operated, by the Company. (l) The Company operates its business in material compliance with asset control laws, including those administered by the United States Department of Treasury, that are applicable to the Company or its business as currently conducted. Neither Product has been recalled, suspended, discontinued or the subject of a refusal to file, clinical hold, deficiency or similar action (including any correspondence questioning data integrity) as a result of any action by the FDA, any other Governmental Authority, or the Company, in the United States. (m) To the Knowledge of the Sellers, there are no facts, circumstances or conditions that would reasonably be expected to form the basis for any investigation, audit, suit, claim, action or proceeding with respect to any action to withdraw or delay approval of, place restrictions on the production, dosing, clinical use or testing, or sales or marketing of, or request the recall, suspension or discontinuation of either Product. (n) The Sellers have made available to Purchaser prior to the date hereof true, correct and complete copies of (i) all material filings made by the Company with the FDA and any other Governmental Authority in its possession or control and (ii) all material correspondence with the FDA or any other Governmental Authority in its possession or control, in each case with regard to the Products. (o) The Products comply in all material respects with all applicable state and foreign regulatory requirements of any Governmental Authority in any jurisdiction in which the Products are being distributed as of the Effective Date, including those relating to investigational use, premarket clearance and applications. (p) To the Knowledge of the Sellers, neither the Company nor any agent or subcontractor of the Company involved or to be involved in the development and/or commercialization of the Products has been debarred under Subsection (a) or (b) of Section 306 of the FDCA. (q) Neither the Company nor, to the Knowledge of the Sellers, any of the officers, managers or agents of the Company has committed any act, made any statement or failed to make any statement that would reasonably be expected to provide a basis for the FDA to invoke its policy with respect to “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto. Neither the Company nor, to the Knowledge of the Sellers, any of the officers, managers or agents of the Company has been convicted of any crime or engaged in any conduct that has resulted in or would reasonably be expected to result in (i) debarment under 21 U.S.C. Section 335a or any similar Law, or (ii) exclusion under 42 U.S.C. Section 1320a-7 or any similar Law.

Permits; Compliance with Laws. Schedule 3.17 attached hereto lists all governmental and regulatory licenses, authorizations, franchises, certificates, permits and approvals, and all quality, safety and other industry group certifications and approvals (a"PERMITS") All Permits required with respect necessary to the conduct the Business have been legally obtained and maintained the use and operation of the Purchased Assets as currently conducted. All such Permits are valid and in full force and effect. Seller is duly licensed to conduct , and all of such Permits are adequate for the operation of the Business as it is presently conducted in all jurisdictions in which the Business is conducted and is in compliance with all of the terms and conditions of such licensesbeing conducted. There has been are no material change in violations by the facts Sellers of, or circumstances reported any claims or assumed in the application for or granting of any Permits. No outstanding violations are or have been recorded in respect of any of the Permits. No proceeding is proceedings pending or, to Seller’s Knowledgethe knowledge of the Sellers and Shareholders, threatened, challenging the validity of or seeking to suspenddiscontinue, revoke, withdraw, modify or limit any Permit, and, to Seller’s Knowledge, there is no fact, error or admission relevant to any Permit that would permit the suspension, revocation, withdrawal, modification or limitation of, or result in the threatened suspension, revocation, withdrawal, modification or limitation of, or in the loss of any Permit. (b) The Business is being and has been conducted such Permits. Sellers are now in compliance in all material respects with and have not materially violated any applicable law, rule, regulation or order of all Permits applicable federal, state and applicable local governmental authorities including without limitation, laws relating to pricing practices and competition, and no notice, claim, charge, complaint, action, suit, proceeding, investigation or hearing has been received by Sellers or filed, commenced or, to the knowledge of the Sellers and Shareholders, threatened, against Sellers alleging any such violation related to the Business. Without limiting the generality of the foregoing, Sellers have complied and continue to comply in all material respects with all Environmental, Health, and Safety Laws (as defined in Section 9.1), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, commenced or is pending or, to the knowledge of the Sellers and Shareholders, threatened against the Sellers alleging any failure so to comply, in each case as related to the Business. All Hazardous Substances (as defined in Section 9.1) have at all times been and continue to be used, handled stored and disposed of by the Business in compliance with all Environmental, Health and Safety Laws. Seller is Sellers have not in violation handled or disposed of any Laws applicable substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner or any other fact or circumstances that could form the Business by which basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Business, the Purchased Assets or any Retail Store giving rise to any liability for damage to any site, location, or body of the Transferred Assets is bound water (surface or affected, other than those violations which do not have a Material Adverse Effect. Except as disclosed on Schedule 3.09(bsubsurface), Seller has not taken for any actionillness of or personal injury to any employee or other individual, or failed to take for any actionreason under any Environmental, which mightHealth, to any extent, prevent, impede or result in the revocation of the vesting in Buyer of good and valid title to the Transferred Assets (or any portion thereof) free and clear of all claims and interests of creditors and equity security holdersSafety Law. (c) There are no Permits required to conduct the Business as and where it is presently being conducted and which relate specifically to the manufacturing process for wet tantalum capacitors. (d) Except as set forth on Schedule 3.09 hereto, Seller has not received any notification that it is in violation of any applicable building, zoning, anti-pollution, environmental, health or other Law in respect of the Business and no such violation exists.

Permits; Compliance with Laws. (a) All Permits required with respect to the Business have been legally obtained and maintained and are valid and in full force and effect. Seller is duly licensed to conduct the Business as presently conducted in all jurisdictions in which the Business is conducted and is in compliance with all of the terms and conditions of such licenses. There has been no material change in the facts or circumstances reported or assumed in the application for or granting of any Permits. No outstanding violations are or have been recorded in respect of any of the Permits. No proceeding is pending orand, to Seller’s Knowledge, threatenedeach of its managers, members, officers and Persons required to be licensed under applicable Laws to perform such Person’s function with Seller (collectively, “Licensed Parties”), hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under Gaming Laws), necessary to conduct the business and operations conducted at the Property and in connection with the Business, each of which is in full force and effect in all material respects (the “Seller Permits”) and, to suspendSeller’s Knowledge, revokeno event has occurred which permits, withdrawor upon the giving of notice or passage of time or both, modify would permit, revocation, non-renewal, modification, suspension, limitation or limit termination of any PermitSeller Permit that currently is in effect. Seller, and to Seller’s Knowledge, each of its Licensed Parties, in each case whose position is related to the Property, are in compliance in all material respects with the terms of the Seller Permits. The operations conducted by Seller at the Property and in connection with the Business are not being conducted and have not been conducted in material violation of any applicable Law of any Governmental Entity (including, without limitation, any Gaming Laws). Seller has not received a written notice of any material investigation or review by any Governmental Entity with respect to Seller or the Property that is pending, and, to Seller’s Knowledge, there no material investigation or review is no factthreatened, error or admission relevant nor has any Governmental Entity indicated in writing any intention to any Permit that would permit conduct the suspension, revocation, withdrawal, modification or limitation of, or result in the threatened suspension, revocation, withdrawal, modification or limitation of, or in the loss of any Permitsame. (b) The Business Neither Seller nor, to Seller’s Knowledge, any of its Licensed Parties, in each case whose position is being and related to the Property or the Business, has been conducted received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in compliance in all material respects with all Permits and applicable Laws. Seller is not in the past three (3) years under or relating to any violation or possible violation of any Gaming Laws applicable related to actions or inactions at the Property which did or would be reasonably likely to result in fines or penalties equal to or greater than Twenty Five Thousand United States Dollars ($25,000). To Seller’s Knowledge, there are no facts, which if known to the Business by which any of the Transferred Assets is bound Gaming Authorities will or affected, other than those violations which do not have a Material Adverse Effect. Except as disclosed on Schedule 3.09(b), Seller has not taken any action, or failed would be reasonably likely to take any action, which might, to any extent, prevent, impede or result in the revocation revocation, limitation or suspension of the vesting in Buyer of good and valid title to the Transferred Assets (or any portion thereof) free and clear of all claims and interests of creditors and equity security holdersGaming Approval. (c) There are no Permits required Neither Seller nor, to conduct Seller’s Knowledge, any of its Licensed Parties, has, directly or indirectly, paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent, government official or other Person, in the Business as and where it is presently being conducted and which relate specifically United States or any other country, in any manner related to the manufacturing process for wet tantalum capacitorsBusiness, which would be illegal under any applicable Law. (d) Except All gaming machines used on the Property or in connection with the Business have been approved by the appropriate Gaming Authorities with jurisdiction thereon and are owned by Seller or are subject to the Allocation Agreement and Memorandum of Understanding between Seller and Ruidoso Downs dated as set forth of January 27, 2005, as amended (the “Existing Allocation Agreement”), which Existing Allocation Agreement has been approved by the New Mexico Gaming Control Board. The Existing Allocation Agreement is valid and binding upon Seller (and, to Seller’s Knowledge, on Schedule 3.09 heretoall other parties thereto), Seller has not received any notification that it in accordance with its terms and is in full force and effect, (ii) there is no breach or violation of or default by Seller under the Existing Allocation Agreement, whether or not such breach, violation or default has been waived, (iii) to Seller’s Knowledge, there is no breach or violation of or default by any applicable buildingother Person under the Existing Allocation Agreement, zoningand (iv) no event has occurred with respect to Seller, anti-pollutionwhich, environmentalwith notice or lapse of time or both, health would constitute a breach, violation or other Law in respect default of, or give rise to a right of termination, modification, cancellation, foreclosure, imposition of a Lien, prepayment or acceleration under, the Business and no such violation existsExisting Allocation Agreement.

Permits; Compliance with Laws. (a) All Except as set forth on the Permits Schedule, each of the Company and its Subsidiaries holds and is in compliance, in all material respects, with all Permits which are required with respect to for the Business have been legally obtained operation of the business of the Company and maintained and are its Subsidiaries as presently conducted. Each Permit is valid and in full force and effect. Seller is duly licensed All fees and charges with respect to conduct the Business such Permits as presently conducted in all jurisdictions in which the Business is conducted and is in compliance with all of the terms and conditions of such licensesdate hereof have been paid in full. There has been no material change in Neither the facts or circumstances reported or assumed in the application for or granting Company nor its Subsidiaries have received notice of any Permits. No outstanding violations are or have been recorded in respect of any of the Permits. No proceeding is proceedings pending or, to Seller’s Knowledgethe knowledge of the Company, threatened, relating to suspend, revoke, withdraw, modify or limit any Permit, and, to Seller’s Knowledge, there is no fact, error or admission relevant to any Permit that would permit the suspension, revocationrevocation or modification of any Permit which is required for the operation of the business of the Company and its Subsidiaries as presently conducted. The Permits Schedule lists all current Permits which are required for the operation of the business of the Company and its Subsidiaries as presently conducted, withdrawalincluding the names of the Permits and their respective dates of issuance and expiration. No event has occurred that, modification with or limitation ofwithout notice or lapse of time or both, or would reasonably be expected to result in the threatened revocation, suspension, revocation, withdrawal, modification lapse or limitation of, or in the loss of any such Permit. (b) The Business is being and has been conducted in compliance in all material respects with all Permits and applicable Laws. Seller is not in violation of any Laws applicable to the Business by which any of the Transferred Assets is bound or affected, other than those violations which do not have a Material Adverse Effect. Except as disclosed on Schedule 3.09(b), Seller has not taken any action, or failed to take any action, which might, to any extent, prevent, impede or result in the revocation of the vesting in Buyer of good and valid title to the Transferred Assets (or any portion thereof) free and clear of all claims and interests of creditors and equity security holders. (c) There are no Permits required to conduct the Business as and where it is presently being conducted and which relate specifically to the manufacturing process for wet tantalum capacitors. (d) Except as set forth on Schedule 3.09 heretothe Compliance with Laws Schedule, Seller has not (i) the Company and its Subsidiaries are, and for the past three (3) years have been, in compliance, in all material respects, with all Laws applicable to their respective businesses, operations and assets, and (ii) neither the Company nor any of its Subsidiaries has, during the past three (3) years, received any notification that it is in violation written notice of any action or proceeding against it alleging any failure to comply with any applicable building, zoning, anti-pollution, environmental, health or other Law in respect of the Business and no such violation existsLaw.

Permits; Compliance with Laws. (a) All Permits required with respect to Each of the Business have been legally obtained Company and maintained and are valid and in full force and effect. Seller is duly licensed to conduct the Business as presently conducted in all jurisdictions in which the Business is conducted its Subsidiaries holds and is in compliance with all of the terms and conditions of such licenses. There has been no material change in the facts or circumstances reported or assumed in the application for or granting of any Permits. No outstanding violations are or have been recorded in respect of any of the Permits. No proceeding is pending or, to Seller’s Knowledge, threatened, to suspend, revoke, withdraw, modify or limit any Permit, and, to Seller’s Knowledge, there is no fact, error or admission relevant to any Permit that would permit the suspension, revocation, withdrawal, modification or limitation of, or result in the threatened suspension, revocation, withdrawal, modification or limitation of, or in the loss of any Permit. (b) The Business is being and has been conducted in compliance in all material respects with all Permits permits, licenses, approvals, consents, accreditations, waivers, exemptions and authorizations of any Governmental Body that are material to the Company and its Subsidiaries taken as a whole (the “Permits”) required in connection with the conduct of its business under applicable Laws, and such Permits are set forth on Schedule 3.09(a) of the Disclosure Schedules. Seller All of the Permits are valid and in full force and effect and, to the Company’s Knowledge, none of the Permits are reasonably expected to be terminated as a result of, or in connection with, the consummation of the Transactions. Neither the Company nor any of its Subsidiaries is not in material default under any such Permit and no condition exists that, with the giving of notice or lapse of time or both, would constitute a material default under such Permit, and there is no Action pending or, to the Company’s Knowledge, threatened, that would result in the termination, revocation, suspension or the imposition of a material restriction on any such Permit or the imposition of any material fine, penalty or other sanction for violation of any Laws applicable to such Permit. Neither the Business by which Company nor any of the Transferred Assets is bound its Subsidiaries has received any written notice from any Governmental Body regarding any actual or affected, other than those violations which do not have a Material Adverse Effect. Except as disclosed on Schedule 3.09(b), Seller has not taken any actionpotential violation of, or failed failure to take comply with, any action, which might, to term or requirement of any extent, prevent, impede or result in the revocation of the vesting in Buyer of good and valid title to the Transferred Assets (or any portion thereof) free and clear of all claims and interests of creditors and equity security holdersPermits. (c) There are no Permits required to conduct the Business as and where it is presently being conducted and which relate specifically to the manufacturing process for wet tantalum capacitors. (db) Except as set forth on Schedule 3.09 hereto3.09(b) of the Disclosure Schedules, Seller the Company and its Subsidiaries are, and have been in the past five (5) years, in compliance in all material respects with all applicable Laws. In the past five (5) years, neither the Company nor any of its Subsidiaries has not received any notification that it is in violation written notice of any Action against it alleging any failure to comply in any material respect with any applicable buildingLaws. To the Company’s Knowledge, zoningno investigation by any Governmental Body with respect to the Company or any of its Subsidiaries is pending or threatened, anti-pollutionand, environmentalto the Company’s Knowledge, health or other Law in respect the past five (5) years, neither the Company nor any of its Subsidiaries has received any written notice of any such investigation that, if adversely determined, would not be material to the Business Company and no such violation existsits Subsidiaries taken as a whole.

Permits; Compliance with Laws. (a) All Permits required with respect Seller holds all material permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary to conduct the Business have been legally obtained business and maintained and are valid and operations at the Property as presently conducted (the “Seller Permits”), each of which is in full force and effect. Seller is duly licensed to conduct the Business as presently conducted effect in all jurisdictions in which the Business is conducted and is in compliance with all of the terms and conditions of such licensesmaterial respects. There has been no material change in the facts or circumstances reported or assumed in the application for or granting of any Permits. No outstanding violations are or have been recorded in respect of any of the Permits. No proceeding is pending or, to To Seller’s Knowledgeknowledge, threatenedno event has occurred which permits or is reasonably likely to result in, to suspendor upon the giving of notice or passage of time, revokeor both, withdraw, modify or limit any Permit, and, to Seller’s Knowledge, there is no fact, error or admission relevant to any Permit that would permit the suspensionor would be reasonably likely to result in, revocation, withdrawalnon-renewal, modification or limitation ofmodification, or result in the threatened suspension, limitation or termination of any Seller Permit that currently is in effect, except where such revocation, withdrawalnon-renewal, modification modification, suspension, limitation or limitation of, or in the loss of any Permittermination would not reasonably be expected to have a Property Material Adverse Effect. (b) The Business is being and has been conducted in compliance in all material respects with all Permits and applicable Laws. Seller is To Seller’s knowledge, except as would not in violation of any Laws applicable reasonably be expected to the Business by which any of the Transferred Assets is bound or affected, other than those violations which do not have a Property Material Adverse Effect. Except as disclosed on Schedule 3.09(b), Seller has not taken any actioneach of Seller’s directors, or failed officers, and Persons performing management functions similar to take any actionofficers, which might, with respect to any extent, prevent, impede or result in the revocation operation and support of the vesting in Buyer business conducted at the Property, hold all material permits, registrations, findings of good suitability, licenses, variances, exemptions, orders and valid title to the Transferred Assets (or any portion thereof) free and clear approvals of all claims Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct of the business and interests of creditors and equity security holdersoperations conducted at the Property. (c) There are no Permits required to conduct The business conducted by Seller at the Business as and where it Property is presently not being conducted and which relate specifically to the manufacturing process for wet tantalum capacitors. (d) Except as set forth on Schedule 3.09 hereto, Seller has not received any notification that it is in violation of any applicable buildingLaw of any Governmental Entity (including any Gaming Laws), zoning, anti-pollution, environmental, health except for any such violation as would not reasonably be expected to have a Property Material Adverse Effect. No representation or other Law in warranty is made with respect to that the creation or use of the Business and no Marina Database in the business conducted by Seller at the Property does not violate any applicable Law of any Governmental Entity (including any Gaming Laws). Seller has not received a written notice of or been charged with the violation of any Laws in connection with the business conducted by Seller at the Property, except for any such violation existsas would not reasonably be expected to have a Property Material Adverse Effect.