Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. (a) The Company, its Subsidiaries and, to Sellers’ Knowledge, the Company’s directors, officers and key employees hold all material Permits (including approvals of Gaming Authority) necessary for the conduct of the Business as currently conducted, each of which is in full force and effect. The Business is, and since January 1, 2013 has been, conducted in material compliance with applicable Law (including the Gaming Laws). The Company does not know of any fact, circumstance or other reason relating to it that would prevent the conditions to Closing set forth in Article IX from being satisfied or the Closing from occurring within thirteen (13) months of the Effective Date. (b) Neither the Company nor any of its Subsidiaries, nor any of the Company’s or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), is or since January 1, 2013 has been, in conflict with, in default with respect to or in violation of any Law (including Gaming Laws) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. (c) Other than as set forth in Section 6.10(c) of the Company Disclosure Letter, (i) none of the Company or any of its Subsidiaries has received any written claim, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of, any Gaming Law which did or would be reasonably likely to result in an individual fine or penalty of $100,000 or more and (ii) to Sellers’ Knowledge, no investigation or review is threatened by any Gaming Authority or other Governmental Entity with respect to the Company or any of its Subsidiaries. To Sellers’ Knowledge, there are no facts, circumstances or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except to the extent resulting from, directly or indirectly, (i) the negotiation, execution or announcement of this Agreement or the transactions contemplated hereby (including the impact of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming Authority)) or (ii) changes, effects, developments or circumstances to the extent arising from or relating to the identity of Parent or Buyer, or their ability to obtain the Gaming Approvals. None of the Company or any of its Subsidiaries has suffered a suspension, denial, non-renewal, limitation or revocation of any Permit or Gaming Approval.

Permits; Compliance with Laws. (a) 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 are in full force and effect 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 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. The Company Permits are sufficient and adequate to permit the continued lawful conduct of the business of the Company and its Subsidiaries as presently conducted, except as would not have a Company Material Adverse Effect. None of the operations of the Company or its Subsidiaries is being conducted in a manner that violates in any material respect the terms or conditions under which any Company Permit was granted, except for such violations that would not have a Company Material Adverse Effect. Except as would not have a Company Material Adverse Effect, (i) no petition, action, investigation, notice of violation, notice of forfeiture, complaint or proceeding seeking to revoke, cancel, suspend or withdraw any of the material Company Permits is pending and (ii) since January 1, 2019, none of the Company or its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice from a Governmental Authority alleging a failure of the Company or any of its Subsidiaries to hold or be in compliance with any Company Permit. (b) None of the Company or any of its Subsidiaries is, nor since January 1, 2019 has been, in default or violation of any Law applicable to the Company or any of its Subsidiaries and each has otherwise conducted its respective business in compliance with all applicable Laws, except for any such default, violation or non-compliance that would not have a Company Material Adverse Effect. Since January 1, 2019, none of the Company or its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice from a Governmental Authority of any violation (or any investigation with respect thereto) of any such Law, except as would not have a Company Material Adverse Effect. None of the Company or its Subsidiaries is in default with respect to any order, writ, judgment, award, injunction or decree of any Governmental Authority, applicable to any of its assets, properties or operations, that would reasonably be expected to have a Company Material Adverse Effect. (c) The Company is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (d) Since January 1, 2019, (i) the Company and its Subsidiaries and, to Sellers’ Knowledgethe Knowledge of the Company, the Company’s and its Subsidiaries’ directors, officers officers, employees and key employees hold agents, have complied in all material Permits respects with the U.S. Foreign Corrupt Practices Act of 1977 (including approvals the “FCPA”), the U.K. Xxxxxxx Xxx 0000, and any other similar applicable U.S. or non-U.S. foreign Law that prohibits fraud, conflicts of Gaming Authorityinterest, gratuities, corruption or bribery (collectively, “Anti-Corruption Laws”), and (ii) necessary for neither the conduct Company, any Subsidiary of the Business as currently conductedCompany nor, each of which is in full force and effect. The Business is, and since January 1, 2013 has been, conducted in material compliance with applicable Law (including to the Gaming Laws). The Company does not know of any fact, circumstance or other reason relating to it that would prevent the conditions to Closing set forth in Article IX from being satisfied or the Closing from occurring within thirteen (13) months Knowledge of the Effective Date. (b) Neither the Company nor any of its SubsidiariesCompany, nor any of the Company’s or its Subsidiaries’ “key persons” directors, officers, employees or agents, have, directly or indirectly, in each case in violation in any material respect of the Anti-Corruption Laws, (A) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (B) offered, promised, authorized, paid or delivered any gift, fee, commission or other sum of money or item of value, however characterized, to any foreign official (as such term is defined under applicable Gaming Lawin the FCPA), is or since January 1to any finder, 2013 has beenagent or other party acting on behalf of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in conflict withthe United States or any other country or (C) made any payment to any customer or supplier, in default with respect or to any officer, director, partner, employee or in violation agent of any Law (including Gaming Laws) applicable such customer or supplier, for the unlawful sharing of fees to the Company any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of its Subsidiaries or by which any property or asset charges. The Company has in place internal controls and policies and procedures reasonably designed to prevent and detect violations of the Company or any of its Subsidiaries is bound or affectedall applicable Anti-Corruption Laws. (ce) Other than Except as set forth in Section 6.10(c) of the would not have a Company Disclosure LetterMaterial Adverse Effect, (i) none of the Company or any of its Subsidiaries has received or, to the Knowledge of the Company, any written claimof their directors, demandofficers, noticeagents, complaint, court order or administrative order from any Gaming Authority employees or other Governmental Entity Persons acting on behalf of the Company or its Subsidiaries, in the past three (3) years undertheir capacity as such, is currently, or relating to has been since January 1, 2019: (i) a Sanctioned Person or a Restricted Person, (ii) organized, ordinarily resident or located in a Sanctioned Country, (iii) engaging in any violation dealings or possible violation transactions with, or for the benefit of, any Gaming Law which did Sanctioned Person or would be reasonably likely to result Restricted Person or in an individual fine or penalty of $100,000 or more and (ii) to Sellers’ Knowledgeany Sanctioned Country, no investigation or review is threatened by any Gaming Authority or other Governmental Entity with respect to the Company or any of its Subsidiaries. To Sellers’ Knowledge, there are no facts, circumstances or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except to the extent resulting fromsuch activities would cause the Company to violate applicable Sanctions Laws or Ex-Im Laws, directly or indirectly, (i) the negotiation, execution or announcement of this Agreement or the transactions contemplated hereby (including the impact of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming Authority)) or (iiiv) changesotherwise in violation of applicable Sanctions Laws, effects, developments or circumstances to the extent arising from or relating to the identity of Parent or BuyerEx-Im Laws, or their ability to obtain the Gaming Approvalsanti-boycott Laws (collectively, “Trade Control Laws”). None Since January 1, 2019, none of the Company or any of its Subsidiaries (i) has suffered received from any Governmental Authority any written notice or inquiry, (ii) made any voluntary or involuntary disclosure to a suspensionGovernmental Authority or (iii) conducted any internal investigation or audit, denialin each case, nonrelated to or in connection with any actual or alleged material violation of Anti-renewalCorruption Laws or Trade Control Laws. (f) For purposes of this Agreement: (i) “Ex-Im Laws” means all applicable Laws, limitation regulations, orders, and authorizations relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administrated by U.S. Customs and Border Protection; (ii) “Restricted Person” means any Person identified on the U.S. Department of Commerce’s Denied Persons List, Unverified List or revocation Entity List or other similar applicable U.S. export-related list of denied Persons; (iii) “Sanctioned Country” means Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine; (iv) “Sanctioned Person” means (A) any Permit Person listed on any applicable U.S. sanctions list, including the U.S. Department of the Treasury Office of Foreign Assets Control’s (“OFAC”) Specially Designated Nationals and Blocked Persons List; (B) any Person that is, in the aggregate, fifty percent (50%) or Gaming Approvalgreater owned by a Person or Persons described in clause (A); or (C) any Person located or ordinarily resident in a Sanctioned Country; and (v) “Sanctions Laws” shall mean any economic or trade sanction administered or enforced by the U.S. Government, including OFAC, the United Nations Security Council, the European Union and Her Majesty’s Treasury.

Permits; Compliance with Laws. (a) The Company, Company and its Subsidiaries andhave 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 them to Sellers’ Knowledgeown, the Company’s directors, officers lease or operate their properties and key employees hold assets and to carry on their businesses in all material Permits (including approvals of Gaming Authority) necessary for the conduct of the Business respects as currently conducted. Section 3.01(j) of the Company Letter sets forth, each as of which is the date of the Agreement, a complete and correct list of the Permits that are material, individually or in full force the aggregate, to the Company and effectits Subsidiaries, taken as a whole. The Business Each of the Company and its Subsidiaries is, and since January October 1, 2013 2006 has been, conducted in compliance in all material respects with all applicable Laws and Judgments, and no condition or state of facts exists that is reasonably likely to give rise to a material violation of, or a material liability or default under, any such applicable Law or Judgment. 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 applicable Law (including the Gaming Laws). The Company does terms hereof are not know reasonably likely to, cause the revocation or cancellation of any factmaterial Permit. As of the date of this Agreement, circumstance 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 other reason any of its Subsidiaries is not in compliance in all material respects with, or is subject to liability under, any Permit, Law or Judgment or relating to it that would prevent the conditions to Closing set forth in Article IX from being satisfied revocation or the Closing from occurring within thirteen (13) months modification of the Effective Date. (b) any material Permit. Neither the Company nor any of its Subsidiaries, nor Subsidiaries has received any of the Company’s notice that any investigation or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), review by any Governmental Entity is or since January 1, 2013 has been, in conflict with, in default pending with respect to or in violation of any Law (including Gaming Laws) applicable to the Company or any of its Subsidiaries or by which any property of the material assets or asset operations of the Company or any of its Subsidiaries is bound or affected. (c) Other than as set forth in Section 6.10(c) of the Company Disclosure Letter, (i) none of the Company or that any of its Subsidiaries has received any written claim, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of, any Gaming Law which did or would be reasonably likely to result in an individual fine or penalty of $100,000 or more and (ii) to Sellers’ Knowledge, no such investigation or review is threatened by any Gaming Authority or other Governmental Entity with respect to the Company or any of its Subsidiaries. To Sellers’ Knowledge, there are no facts, circumstances or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except to the extent resulting from, directly or indirectly, (i) the negotiation, execution or announcement of this Agreement or the transactions contemplated hereby (including the impact of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming Authority)) or (ii) changes, effects, developments or circumstances to the extent arising from or relating to the identity of Parent or Buyer, or their ability to obtain the Gaming Approvals. None of the Company or any of its Subsidiaries has suffered a suspension, denial, non-renewal, limitation or revocation of any Permit or Gaming Approvalcontemplated.

Permits; Compliance with Laws. (a) The Company, Each of the Company and its Subsidiaries andis in possession of all authorizations, to Sellers’ Knowledgelicenses, the Company’s directorsconsents, officers certificates, registrations, approvals and key employees hold all material Permits other permits of any Governmental Entity (“Permits”) (including approvals all authorizations under the Federal Food, Drug and Cosmetics Act of Gaming Authority1938, as amended (the “FDCA”), and the regulations of the FDA promulgated thereunder) necessary for it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (collectively, the conduct of the Business as currently conducted“Company Permits”), each of which is and all such Company Permits are in full force and effect, except where the failure to hold such Company Permits, or the failure to be in full force and effect, would not be reasonably expected to result in (x) a material settlement or fine or (y) material change in the conduct of business of the entity required to hold such Company Permit as currently conducted relating, in the case of this clause (y), to a material portion of the revenues or earnings of the Company and its Subsidiaries (an “Adverse Permit Effect”). The Business isNo suspension or cancellation of any of the Company Permits is pending or, and since January 1to the Knowledge of the Company, 2013 has been, conducted in material compliance with applicable Law (including the Gaming Laws)threatened. The Company does and its Subsidiaries are not know in violation or breach of, or default under, any Company Permit, except where such violation, breach or default would not be reasonably expected to result in an Adverse Permit 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 factof its Subsidiaries under, circumstance any Company Permit (in each case, with or other reason relating to it without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that would prevent not, individually or in the conditions aggregate, reasonably be expected to Closing set forth 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 (in Article IX from being satisfied each case, with or the Closing from occurring within thirteen (13) months without notice or lapse of the Effective Datetime or both), except for violations, breaches, defaults, losses or accelerations that would not would not be reasonably expected to result in an Adverse Permit Effect. (b) Neither the Company nor any of its SubsidiariesSubsidiaries is, nor any of the Company’s or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), is or and since January 1, 2013 2006, each of the Company and its Subsidiaries has not been, in conflict with, or in default with respect to or in violation of of, (i) any Law (including Gaming Laws) Laws applicable to the Company or any of its Subsidiaries such Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Assets is bound or affected. (c) Other than as set forth in Section 6.10(c) of the Company Disclosure Letter, (i) none of the Company or any of its Subsidiaries has received any written claim, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of, any Gaming Law which did or would be reasonably likely to result in an individual fine or penalty of $100,000 or more and (ii) to Sellers’ Knowledge, no investigation or review is threatened by any Gaming Authority or other Governmental Entity with respect to the Company or any of its Subsidiaries. To Sellers’ Knowledge, there are no facts, circumstances or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except to the extent resulting from, directly or indirectly, (i) the negotiation, execution or announcement of this Agreement or the transactions contemplated hereby (including the impact of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming Authority)) or (ii) changesany Company Permits, effects, developments or circumstances to the extent arising from or relating to the identity of Parent or Buyer, or their ability to obtain the Gaming Approvalsexcept in each case in any material respect. None of the Company or any of its Subsidiaries has suffered a suspensionreceived written or oral (or otherwise has any knowledge of any) notice since January 1, denial2006, non-renewal, limitation or revocation of any Permit violation or Gaming Approvalnoncompliance with any Law applicable to the Company or any of its Subsidiaries, or directing the Company or any of its Subsidiaries to take any remedial action with respect to such applicable Law or otherwise, and no material deficiencies of the Company or any of its Subsidiaries have been asserted to the Company or any of its Subsidiaries in writing or, to the Knowledge of the Company, orally, by any Governmental Entity.

Permits; Compliance with Laws. (a) The Company, its Subsidiaries and, to Sellers’ Knowledge, the Company’s directors, officers and key employees hold Schedule 4.13 sets forth a list of all material Permits (including approvals Governmental Authorizations of Gaming Authority) Seller used in or held for use by Seller in connection with the Business and all pending applications therefor or renewals thereof as of the date of this Agreement. Seller is in possession of all material Governmental Authorizations, and has made all material filings, applications and registrations with any Governmental Entity, in each case that are necessary for Seller to own, lease, use and/or operate the conduct Purchased Assets, in order to carry on the Business substantially as it is being conducted as of the Business as currently conducteddate hereof, each of which is and all such Government Authorizations are, in all material respects, valid and in full force and effect. The Business is, and since January 1, 2013 has been, conducted in material compliance with applicable Law (including the Gaming Laws). The Company does not know of any fact, circumstance or other reason relating to it that would prevent the conditions to Closing set forth in Article IX from being satisfied or the Closing from occurring within thirteen (13) months of the Effective Date. (b) Neither the Company nor any of its Subsidiaries, nor any of the Company’s or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), Seller is or since January 1, 2013 has been, not in material conflict with, in default with respect to or in material default or violation of of, (i) any Law (including Gaming Laws) applicable to the Company or any of its Subsidiaries Business or by which any property Purchased Asset is bound or asset (ii) any Governmental Authorization. Except as necessary to transfer Permits because of a change of ownership, none of the Company Transferred Permits will become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, have a Material Adverse Effect. During the two (2) year period immediately preceding the date of this Agreement, Seller has not received any written warning, notice of its Subsidiaries violation, notice of revocation or other written communication from or on behalf of any Governmental Entity, alleging (A) any material violation of any Governmental Authorization (other than violations that have been remedied and with respect to which, to the Knowledge of Seller, no Person, as of the date of this Agreement, has a right of action against Seller) or (B) that Seller requires any material Governmental Authorization for the Business as currently conducted that is not currently held by it. As of the date of this Agreement, to the Knowledge of Seller, no investigation or inquiry by any Governmental Entity with respect to the Business is pending or threatened, in each case with respect to any alleged or claimed violation of Law applicable to the Business or by which any material Purchased Asset is bound or affected. (c) Other than as set forth in Section 6.10(c) Seller and, to Seller’s Knowledge, managers, officers, employees, Affiliates and authorized agents of the Company Disclosure LetterBusiness and any other Person associated with or acting on behalf of Seller with respect to the Business, in each case, relating to conduct or actions taken on behalf of the Business, are in material compliance with all applicable legal requirements under (i) none of the Company or any of its Subsidiaries has received any written claimForeign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity in the past three (3et seq.) years under, or relating to any violation or possible violation of, any Gaming Law which did or would be reasonably likely to result in an individual fine or penalty of $100,000 or more and (ii) all international anti-bribery and other Laws applicable to Sellers’ Knowledgethe Business relating to corruption, no investigation bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities to public officials and private persons, and Laws requiring the disclosure of agency relationships or review is threatened by commissions and the anticorruption rules of any Gaming Authority or other international financial institutions with which it does business (collectively, the “Anti-Bribery Laws”). During the two (2) year period prior to the date of this Agreement, Seller has not received any written communication from any Governmental Entity that alleges that Seller, any manager, officer, employee, Affiliate or authorized agents of the Business or any other Person acting on behalf of Seller with respect to the Company Business is, or may be, in violation of, or has, or may have, any material Liability under, the Anti-Bribery Laws. (d) Seller is not a “Specially Designated National” or other “Blocked Person” identified by the United States government, nor a Person that is owned or controlled by or acts on behalf of a “Specially Designated National” or “Blocked Person.” To Seller’s Knowledge, none of Seller’s brokers or any manager, officer, employee or authorized agent of its Subsidiaries. To Sellers’ Knowledgethe Business, there and none of the funds or other assets to be transferred hereunder are no factsthe property of, circumstances or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except to the extent resulting frombeneficially owned, directly or indirectly, (i) by any “Specially Designated National” or “Blocked Person,” nor, to the negotiationKnowledge of Seller, execution are such funds or announcement of this Agreement or other assets the transactions contemplated hereby (including the impact proceeds of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming Authorityspecified unlawful activity as defined by 18 U.S.C. § 1956(c)(7)) or (ii) changes, effects, developments or circumstances . With respect to the extent arising Business, Seller has not engaged in or, to Seller’s Knowledge, facilitated any prohibited transactions in violation of any Law with any “Specially Designated National” or other “Blocked Person” without proper prior authorization from or relating the United States government. (e) The representations and warranties set forth in this Section 4.13 do not apply to matters that are the subject of Employee Benefit Plans and Employment Matters (which are addressed in Section 4.16). (f) If any matter is addressed in both Section 4.10(c) and Section 4.13, then the knowledge qualifiers contained in Section 4.10(c) shall qualify the relevant provisions of Section 4.13 to the identity of Parent or Buyer, or their ability to obtain the Gaming Approvals. None of the Company or any of its Subsidiaries has suffered a suspension, denial, non-renewal, limitation or revocation of any Permit or Gaming Approvalsame extent as qualified in Section 4.10(c).

Permits; Compliance with Laws. Except as set forth on Schedule 3.09: (a) The Company, Each of the Company and its Subsidiaries and, to Sellers’ Knowledge, the Company’s directors, officers holds and key employees hold is in compliance in all material Permits (including approvals respects with all permits, licenses, approvals, consents, accreditations, waivers, exemptions and authorizations of Gaming Authority) necessary for any Governmental Body that are material to the Company and its Subsidiaries taken as a whole and required in connection with the conduct of their business operations and to own its properties and assets under applicable Laws (the Business as currently conducted, each “Permits”). All of which is the Permits are valid and in full force and effect. The Business iseffect and, and since January 1, 2013 has been, conducted in material compliance with applicable Law (including to the Gaming Laws). The Company does not know of any fact, circumstance or other reason relating to it that would prevent the conditions to Closing set forth in Article IX from being satisfied or the Closing from occurring within thirteen (13) months knowledge of the Effective DateCompany, none of the Permits is reasonably expected to be terminated as a result of, or in connection with, the consummation of the Transactions. No Proceeding is pending or, to the knowledge of the Company, threatened, to suspend, revoke, withdraw, modify or limit any Permit in a manner that has had or would reasonably be expected to have a material impact on the ability of the Company to use such Permit. (b) Neither The Company and its Subsidiaries are, and have been since the Lookback Date, in compliance, in all material respects, with all applicable Laws, Orders and Government Contracts. Since the Lookback Date (i) neither the Company nor any of its Subsidiaries, nor any of the Company’s or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), is or since January 1, 2013 has been, in conflict with, in default with respect to or in violation of any Law (including Gaming Laws) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. (c) Other than as set forth in Section 6.10(c) of the Company Disclosure Letter, (i) none of the Company or any of its Subsidiaries has received any written claim, demand, notice, complaint, court order or administrative order notice from any Gaming Authority or other Governmental Entity Body of any Proceeding against it alleging any failure to comply in the past three (3) years underany material respect with any such Laws and Orders, or relating to alleging any breach or violation of any certification, representation, clause, provision or possible violation of, requirement of any Gaming Law which did or would be reasonably likely to result in an individual fine or penalty of $100,000 or more and Government Contract; (ii) to Sellers’ Knowledge, no investigation or review is threatened by any Gaming Authority or other Governmental Entity Body with respect to the Company or any of its Subsidiaries. To Sellers’ Knowledge, there are no facts, circumstances or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except to the extent resulting from, directly or indirectly, (i) the negotiation, execution or announcement of this Agreement or the transactions contemplated hereby Subsidiaries (including the impact of with respect to any of the foregoing on relationships with customers, suppliers, licensors, employees Government Contract) is pending or regulators threatened; (including any Gaming Authority)iii) or (ii) changes, effects, developments or circumstances to the extent arising from or relating to the identity of Parent or Buyer, or their ability to obtain the Gaming Approvals. None of neither the Company or nor any of its Subsidiaries has suffered a suspension, denial, non-renewal, limitation or revocation received any written notice of any Permit such Proceeding; and (iv) neither the Company nor any Subsidiary has made any voluntary or Gaming Approvalmandatory disclosures to any Governmental Body with respect to any material irregularity, misstatement, significant overpayment or violation of applicable Law arising under or relating to any Government Contract, nor, to the Company’s knowledge, has any violation occurred for which the Company or its Subsidiaries are required under applicable law to make any such disclosure to a Governmental Body; except, in each case, (with respect to (i), (ii) and (iii)), for any such Proceeding that, if adversely determined, would not be material to the Company and its Subsidiaries taken as a whole.

Permits; Compliance with Laws. (a) The Company, its Subsidiaries and, to Sellers’ Knowledge, the Company’s directors, officers and key employees hold all material Permits (including approvals of Gaming Authority) necessary for the conduct of the Business as currently conducted, each of which Company is in full force and effect. The Business iscompliance, and since January 1, 2013 has been, conducted in material compliance with applicable Law (including the Gaming Laws). The Company does not know of any fact, circumstance or other reason relating to it that would prevent the conditions to Closing set forth in Article IX from being satisfied or the Closing from occurring within thirteen (13) months of the Effective Date. (b) Neither the Company nor any of its Subsidiaries, nor any of the Company’s or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), is or since January 1, 2013 has been, in conflict with, in default with respect to or in violation of any Law (including Gaming Laws) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. (c) Other than as set forth in Section 6.10(c) of the Company Disclosure Letter, (i) none of the Company or any of its Subsidiaries has received any written claim, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity at all times in the past three (3) years underhas complied, or relating to in all material respects with all applicable Laws, and possesses all material licenses, permits, registrations, permanent certificates of occupancy, authorizations, and certificates from any violation or possible violation of, any Gaming Governmental Authority required under applicable Law which did or would be reasonably likely to result in an individual fine or penalty of $100,000 or more and (ii) to Sellers’ Knowledge, no investigation or review is threatened by any Gaming Authority or other Governmental Entity with respect to the operation of its business as currently conducted (collectively, “Permits”). The Permits are in full force and effect and the Company is in compliance in all material respects with the Permits. Except as set forth on Schedule 4.10(a), in the past eighteen (18) months, the Company has not received any written notice from any Governmental Authority regarding any violation of, or failure to comply with, any Law or Order applicable to the Company or by which any properties or assets owned or used by the Company are bound or affected. (b) Each of its Subsidiariesthe products sold by the Company (the “Products”), while in the care, custody and control of the Company, is and, in the past three (3) years has, as applicable, been stored and distributed in compliance in all material respects with FDA Law and Regulation. To Sellers’ KnowledgeExcept as set forth on Schedule 4.10(b), in the past three (3) years, the Company has not undertaken a recall, field correction or removal of any U.S. marketed finished medical device that was the result of mishandling or misbranding that was caused by the Company. With respect to the Products distributed by the Company, the Company is in compliance in all material respects with all provisions of any existing distribution agreements to which the Company is a party that pertain to FDA Law and Regulation. (c) With respect to the Products or the Company, during the past eighteen (18) months the Company has not received any written notice or communication from the FDA alleging any material non-compliance with any applicable provisions of the FDA Law and Regulation. The Company has not entered into any consent decree or other Order pursuant to any FDA Law and Regulation. During the past three (3) years, there are no factshas not been any material violation of any FDA Law and Regulation by the Company in its distribution, circumstances or conditions which if known by any Gaming Authority would recordkeeping and reports to the FDA that could reasonably be expected to result in require or lead to any investigation, corrective action or enforcement, or regulatory or administrative action. (d) In the revocationpast three (3) years, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except with respect to the extent resulting fromProducts or the Company, directly no officer or indirectly, employee of the Company has: (i) made any untrue statement of material fact or fraudulent statement to the negotiation, execution FDA or announcement of this Agreement or the transactions contemplated hereby (including the impact of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming other Governmental Authority)) or ; (ii) changessolicited or received prohibited compensation under the Medicare and Medicaid Xxxx-Xxxxxxxx Xxxxxxx, effects, developments or circumstances to the extent arising from or relating to the identity of Parent or Buyer00 X.X.X. § 0000x-0x(x), or their ability to obtain any similar state anti-kickback Law; (iii) been convicted of any crime or engaged in any conduct for which debarment is mandated or permitted by 21 U.S.C. § 335a; or (iv) been convicted of any crime or engaged in any conduct for which such Person could be excluded from participating in the Gaming Approvals. None federal health care programs under Section 1128 of the Company Social Security Act or any of its Subsidiaries has suffered a suspension, denial, non-renewal, limitation or revocation of any Permit or Gaming Approvalsimilar applicable Laws.

Permits; Compliance with Laws. (a) The Company, its Subsidiaries and, to Sellers’ Knowledge, the Company’s directors, officers and key employees hold Schedule 4.13 sets forth a list of all material Permits (including approvals Governmental Authorizations of Gaming Authority) Seller used in or held for use by Seller in connection with the Business and all pending applications therefor or renewals thereof as of the date of this Agreement. Seller is in possession of all material Governmental Authorizations, and has made all material filings, applications and registrations with any Governmental Entity, in each case that are necessary for Seller to own, lease, use and/or operate the conduct Purchased Assets, in order to carry on the Business substantially as it is being conducted as of the Business as currently conducteddate hereof, each of which is and all such Government Authorizations are, in all material respects, valid and in full force and effect. The Business is, and since January 1, 2013 has been, conducted in material compliance with applicable Law (including the Gaming Laws). The Company does not know of any fact, circumstance or other reason relating to it that would prevent the conditions to Closing set forth in Article IX from being satisfied or the Closing from occurring within thirteen (13) months of the Effective Date. (b) Neither the Company nor any of its Subsidiaries, nor any of the Company’s or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), Seller is or since January 1, 2013 has been, not in material conflict with, in default with respect to or in material default or violation of of, (i) any Law (including Gaming Laws) applicable to the Company or any of its Subsidiaries Business or by which any property Purchased Asset is bound or asset (ii) any Governmental Authorization. Except as necessary to transfer Permits because of a change of ownership, none of the Company Transferred Permits will become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, have a Material Adverse Effect. During the two (2) year period immediately preceding the date of this Agreement, Seller has not received any written warning, notice of its Subsidiaries violation, notice of revocation or other written communication from or on behalf of any Governmental Entity, alleging (A) any material violation of any Governmental Authorization (other than violations that have been remedied and with respect to which, to the Knowledge of Seller, no Person, as of the date of this Agreement, has a right of action against Seller) or (B) that Seller requires any material Governmental Authorization for the Business as currently conducted that is not currently held by it. As of the date of this Agreement, to the Knowledge of Seller, no investigation or inquiry by any Governmental Entity with respect to the Business is pending or threatened, in each case with respect to any alleged or claimed violation of Law applicable to the Business or by which any material Purchased Asset is bound or affected. (c) Other than as set forth in Section 6.10(c) Seller and, to Seller’s Knowledge, managers, officers, employees, Affiliates and authorized agents of the Company Disclosure LetterBusiness and any other Person associated with or acting on behalf of Seller with respect to the Business, in each case, relating to conduct or actions taken on behalf of the Business, are in material compliance with all applicable legal requirements under (i) none of the Company or any of its Subsidiaries has received any written claimForeign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity in the past three (3et seq.) years under, or relating to any violation or possible violation of, any Gaming Law which did or would be reasonably likely to result in an individual fine or penalty of $100,000 or more and (ii) all international anti-bribery and other Laws applicable to Sellers’ Knowledgethe Business relating to corruption, no investigation bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities to public officials and private persons, and Laws requiring the disclosure of agency relationships or review is threatened by commissions and the anticorruption rules of any Gaming Authority or other international financial institutions with which it does business (collectively, the “Anti-Bribery Laws”). During the two (2) year period prior to the date of this Agreement, Seller has not received any written communication from any Governmental Entity that alleges that Seller, any manager, officer, employee, Affiliate or authorized agents of the Business or any other Person acting on behalf of Seller with respect to the Company Business is, or may be, in violation of, or has, or may have, any material Liability under, the Anti-Bribery Laws. (d) Seller is not a “Specially Designated National” or other “Blocked Person” identified by the United States government, nor a Person that is owned or controlled by or acts on behalf of a “Specially Designated National” or “Blocked Person.” To Seller’s Knowledge, none of Seller’s brokers or any manager, officer, employee or authorized agent of its Subsidiaries. To Sellers’ Knowledgethe Business, there and none of the funds or other assets to be transferred hereunder are no factsthe property of, circumstances or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except to the extent resulting frombeneficially owned, directly or indirectly, (i) by any “Specially Designated National” or “Blocked Person,” nor, to the negotiationKnowledge of Seller, execution are such funds or announcement of this Agreement or other assets the transactions contemplated hereby (including the impact proceeds of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming Authorityspecified unlawful activity as defined by 18 U.S.C. § 1956(c)(7)) or (ii) changes, effects, developments or circumstances . With respect to the extent arising from or relating Business, Seller has not engaged in or, to the identity of Parent or BuyerSeller’s Knowledge, or their ability to obtain the Gaming Approvals. None of the Company or facilitated any of its Subsidiaries has suffered a suspension, denial, non-renewal, limitation or revocation prohibited transactions in violation of any Permit Law with any “Specially Designated National” or Gaming Approvalother “Blocked Person” without proper prior authorization from the United States government.

Permits; Compliance with Laws. (a) The Company, Company and its Subsidiaries andhold, and are in compliance in all material respects with, all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for the Company and its Subsidiaries, taken as a whole, to Sellers’ Knowledgecarry on their business as it is now being conducted, except as would not be material to the Company and its Subsidiaries, taken as a whole, or to the operation of any of the Company’s directorscement plants, officers the Houston cement terminals and key employees hold the Portland cement import facility in all material respects in substantially the same manner as presently operated (the “Material Company Permits”). All such Material Company Permits (including approvals are in full force and effect and no suspension or cancellation of Gaming Authority) necessary for the conduct any of the Business as currently conductedMaterial Company Permits is pending or, each to the Knowledge of which is the Company, threatened in writing, other than any failure to hold, be in compliance or be in full force and effect. The Business is, and since January 1, 2013 has been, conducted in material compliance with applicable Law (including the Gaming Laws). The Company does not know of any fact, circumstance suspension or other reason relating to it cancellation that would prevent not reasonably be expected to be material to the conditions to Closing set forth in Article IX from being satisfied or the Closing from occurring within thirteen (13) months of the Effective Date. (b) Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority regarding a violation of, conflict with, or failure to comply with, any terms or requirement of any Material Company Permit, which if ultimately determined to result in a violation of, conflict with, or failure to comply with any such terms or requirement, would be material to the Company and its Subsidiaries, nor taken as a whole. (b) None of the Company or any of the Company’s or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), Subsidiaries is or has, since January 1, 2013 has been2014, in conflict with, been in default with respect to or in violation (i) of any Law (including Gaming Laws) applicable to the Company or any of its Subsidiaries or by which (ii) of any property Material Company Permit, in each case except for any such defaults or asset of violations under clause (i) or clause (ii) that would not be, individually or in the aggregate, material to the Company or any of and its Subsidiaries is bound or affectedSubsidiaries, taken as a whole. (c) Other than as set forth in This Section 6.10(c4.5 shall not apply to Section 4.11 (Employee Benefit Plans), Section 4.12 (Labor and Employment Matters), Section 4.14 (Taxes), Section 4.16 (Real Property), Section 4.17 (Environmental) of the Company Disclosure Letter, and Section 4.22 (i) none of the Company or any of its Subsidiaries has received any written claim, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of, any Gaming Law which did or would be reasonably likely to result in an individual fine or penalty of $100,000 or more and (ii) to Sellers’ Knowledge, no investigation or review is threatened by any Gaming Authority or other Governmental Entity with respect to the Company or any of its Subsidiaries. To Sellers’ Knowledge, there are no facts, circumstances or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except to the extent resulting from, directly or indirectly, (i) the negotiation, execution or announcement of this Agreement or the transactions contemplated hereby (including the impact of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming AuthorityCertain Payments)) or (ii) changes, effects, developments or circumstances to the extent arising from or relating to the identity of Parent or Buyer, or their ability to obtain the Gaming Approvals. None of the Company or any of its Subsidiaries has suffered a suspension, denial, non-renewal, limitation or revocation of any Permit or Gaming Approval.

Permits; Compliance with Laws. (a) The Company, its Subsidiaries and, to Sellers’ Knowledge, the Company’s directors, officers and key employees hold all material Permits (including approvals of Gaming Authority) necessary for the conduct of the Business as currently conducted, each of which is in full force and effect. The Business is, and since January 1, 2013 has been, conducted in material compliance with applicable Law (including the Gaming Laws). The Company does not know of any fact, circumstance or other reason relating to it that would prevent the conditions to Closing set forth in Article IX from being satisfied or the Closing from occurring within thirteen (13) months of the Effective Date. (b) Neither the Company nor any of its Subsidiaries, nor any of the Company’s or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), is or since January 1, 2013 has been, in conflict with, in default with respect to or in violation of any Law (including Gaming Laws) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. (c) Other than as set forth in Section 6.10(c) of the Company Disclosure Letter, (i) none of the Company or any of its Subsidiaries has received any written claim, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of, any Gaming Law which did or would be reasonably likely to result in an individual fine or penalty of $100,000 or more and (ii) to Sellers’ Knowledge, no investigation or review is threatened by any Gaming Authority or other Governmental Entity with respect to the Company or any of its Subsidiaries. To Sellers’ Knowledge, there are no facts, circumstances or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except to the extent resulting from, directly or indirectly, (i) the negotiation, execution or announcement of this Agreement or the transactions contemplated hereby (including the impact of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming Authority)) or (ii) changes, effects, developments or circumstances to the extent arising from or relating to the identity of Parent or Buyer, or their ability to obtain the Gaming Approvals. None of the Company or any of its Subsidiaries has suffered a suspension, denial, non-renewal, limitation or revocation of any Permit or Gaming Approval.. 17 Section 6.11

Permits; Compliance with Laws. (a) The CompanyCompany and each Company Subsidiary is in possession of all authorizations, its Subsidiaries andconsents, to Sellers’ Knowledgelicenses, the Company’s directorspermits, officers certificates, variances, exemptions, approvals, orders, registrations and key employees hold all material Permits clearances of any Governmental Entity (including approvals of Gaming Authorityeach, a “Permit”) necessary for the conduct of the Business Company and each Company Subsidiary to carry on and operate its businesses as currently conductedconducted (the “Company Permits”), each of which is and all such Company Permits are in full force and effect. The Business is, and since January 1, 2013 2021 there has beenoccurred no violation of, conducted in material compliance default (with applicable Law (including or without notice or lapse of time, or both) under or event giving to others any right of revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, any such Company Permit, nor would any such revocation, non-renewal, adverse modification or cancellation result from the Gaming Laws). The Company does not know consummation of any factthe Transactions, circumstance or other reason relating except where the failure to it that would prevent the conditions to Closing set forth in Article IX from being satisfied possess, or the Closing from occurring within thirteen (13) months of failure to be in full force and effect of, any Company Permits would not, individually or in the Effective Dateaggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Neither Since January 1, 2021, the Company nor any and each of its 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 be material to the Company and the Company Subsidiaries, nor any taken as a whole. To the knowledge of the Company’s or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), is or since January 1, 2013 has been, in conflict with, in default with respect to or in violation of any Law (including Gaming Laws) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. (c) Other than as set forth in Section 6.10(c) of the Company Disclosure Letter, (i) none of the Company or any of its Subsidiaries has received any written claim, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of, any Gaming Law which did or would be reasonably likely to result in an individual fine or penalty of $100,000 or more and (ii) to Sellers’ Knowledge, no investigation or review is threatened by any Gaming Authority or other Governmental Entity with respect to the Company or any Company Subsidiary is pending, nor has any Governmental Entity indicated to the Company or any Company Subsidiary in writing an intention to conduct any such investigation, except for such investigations the outcomes of its Subsidiaries. To Sellers’ Knowledgewhich would not, there are no factsindividually or in the aggregate, circumstances or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except be material to the extent resulting fromCompany and the Company Subsidiaries, directly or indirectly, taken as a whole. (ic) the negotiation, execution or announcement of this Agreement or the transactions contemplated hereby (including the impact of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming Authority)) or (ii) changes, effects, developments or circumstances to the extent arising from or relating to the identity of Parent or Buyer, or their ability to obtain the Gaming Approvals. None of the Company representations and warranties contained in this Section 3.05 shall be deemed to relate to Environmental Laws or any of its Subsidiaries has suffered a suspension, denial, non-renewal, limitation Environmental Permits (which are governed exclusively by Section 3.17) or revocation of any Permit or Gaming ApprovalInternational Trade Laws (which are governed exclusively by Section 3.24).

Permits; Compliance with Laws. (a) The Company, Company and its Subsidiaries and, to Sellers’ Knowledge, the Company’s directors, officers and key employees hold are in possession of all material Permits (including approvals of Gaming Authority) licenses, permits, approvals, registrations, franchises, grants, easements, variances, exceptions, Consents and certificates necessary for the conduct Company and its Subsidiaries to own, lease or operate their properties and assets and to carry on their business as it is now being conducted (the “Company Permits”), and all Company Permits are in full force and effect and no suspension or cancellation of any of the Business as currently conductedCompany Permits is pending or, each to the Knowledge of which is the Company, threatened, except where the failure to be in possession of or be in full force and effect. The Business is, and since January 1, 2013 has been, conducted in material compliance with applicable Law (including the Gaming Laws). The Company does not know of any fact, circumstance or other reason relating to it that would prevent the conditions to Closing set forth in Article IX from being satisfied or the Closing from occurring within thirteen (13) months suspension or cancellation of, any of the Effective DateCompany Permits would not have a Company Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries, nor any of the Company’s or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), is or since Since January 1, 2013 has been2020, in conflict with, in default with respect to or in violation of any Law (including Gaming Laws) applicable to the Company or any of its Subsidiaries or by which any property or asset none of the Company or any of its Subsidiaries is bound in default or affectedviolation of any Law applicable to the Company or any of its Subsidiaries, except for any such defaults or violations that would not have a Company Material Adverse Effect. Except as has not had a Company Material Adverse Effect, since January 1, 2020, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority alleging any conflict with or breach of any Law or any such Company Permit. (c) Other than Except as set forth in Section 6.10(c) would not have a Company Material Adverse Effect, to the Knowledge of the Company, the businesses of each of the Company Disclosure Letterand each of its Subsidiaries are being, and since January 1, 2020, have been, conducted in material compliance with the U.S. Foreign Corrupt Practices Act 1977 and other similar applicable anti-bribery laws, rules or regulations in other jurisdictions (i) none together, the “Anti-Bribery Laws”). Except as would not have a Company Material Adverse Effect, there are no internal investigations or, to the Knowledge of the Company, prior or pending governmental or other regulatory investigations or proceedings, in each case, regarding any action or any allegation of any action described above in this Section 4.5(c). Without limiting the generality of the foregoing, the Company, its Subsidiaries and each of their respective officers, directors, employees, agents, distributors and other persons acting for or on behalf of the Company or any of its Subsidiaries has received have not, to the Knowledge of the Company, directly or indirectly taken any written claimact in furtherance of any payment, demandgift, noticebribe, complaintrebate, court order loan, payoff, kickback or administrative order from any Gaming Authority other transfer of value (or other Governmental Entity in the past three (3offer, promise or authorization thereof) years under, or relating to any violation Person, including any Governmental Authority, for the purpose of: (i) improperly influencing or possible violation of, inducing such Person to do or omit to do any Gaming Law which did act or would be reasonably likely to result make any decision in an individual fine official capacity or penalty in violation of $100,000 or more and a lawful duty; (ii) inducing such person to Sellers’ Knowledgeinfluence improperly his, no investigation her or review is threatened by any Gaming Authority its employer, public or other Governmental Entity with respect to the Company private, or any Governmental Authority, to affect an act or decision of its Subsidiaries. To Sellers’ Knowledgesuch employer or Governmental Authority, there are no facts, circumstances including to assist any person in obtaining or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except to the extent resulting from, directly or indirectly, (i) the negotiation, execution or announcement of this Agreement or the transactions contemplated hereby (including the impact of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming Authority)) retaining business; or (iiiii) changessecuring any improper advantage (including, effectsfor example, developments or circumstances to the extent arising from or relating to the identity of Parent or Buyer, or their ability to obtain the Gaming Approvals. None of the Company or any of its Subsidiaries has suffered a suspension, denial, non-renewal, limitation or revocation of any Permit or Gaming ApprovalTax rate lower than allowed by applicable Law).

Permits; Compliance with Laws. (a) The Company, Company and its Subsidiaries andhave 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 them to Sellers’ Knowledgeown, the Company’s directors, officers lease or operate their properties and key employees hold assets and to carry on their businesses in all material Permits (including approvals of Gaming Authority) necessary for the conduct of the Business respects as currently conducted. Section 3.01(j) of the Company Letter sets forth, each as of which is the date of the Agreement, a complete and correct list of the Permits that are material, individually or in full force the aggregate, to the Company and effectits Subsidiaries, taken as a whole. The Business Each of the Company and its Subsidiaries is, and since January March 1, 2013 2008 has been, conducted in compliance in all material respects with all applicable Laws and Judgments, and no condition or state of facts exists that is reasonably likely to give rise to a material violation of, or a material liability or default under, any such applicable Law or Judgment. 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 applicable Law (including the Gaming Laws). The Company does terms hereof are not know reasonably likely to, cause the revocation or cancelation of any factmaterial Permit. As of the date of this Agreement, circumstance 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 other reason any of its Subsidiaries is not in compliance in all material respects with, or is subject to liability under, any Permit, Law or Judgment or relating to it that would prevent the conditions to Closing set forth in Article IX from being satisfied revocation or the Closing from occurring within thirteen (13) months modification of the Effective Date. (b) any material Permit. Neither the Company nor any of its Subsidiaries, nor Subsidiaries has received any of the Company’s notice that any investigation or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), review by any Governmental Entity is or since January 1, 2013 has been, in conflict with, in default pending with respect to or in violation of any Law (including Gaming Laws) applicable to the Company or any of its Subsidiaries or by which any property of the material assets or asset operations of the Company or any of its Subsidiaries is bound or affected. (c) Other than as set forth in Section 6.10(c) of the Company Disclosure Letter, (i) none of the Company or that any of its Subsidiaries has received any written claim, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of, any Gaming Law which did or would be reasonably likely to result in an individual fine or penalty of $100,000 or more and (ii) to Sellers’ Knowledge, no such investigation or review is threatened by any Gaming Authority or other Governmental Entity with respect to the Company or any of its Subsidiaries. To Sellers’ Knowledge, there are no facts, circumstances or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except to the extent resulting from, directly or indirectly, (i) the negotiation, execution or announcement of this Agreement or the transactions contemplated hereby (including the impact of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming Authority)) or (ii) changes, effects, developments or circumstances to the extent arising from or relating to the identity of Parent or Buyer, or their ability to obtain the Gaming Approvals. None of the Company or any of its Subsidiaries has suffered a suspension, denial, non-renewal, limitation or revocation of any Permit or Gaming Approvalcontemplated.

Permits; Compliance with Laws. (a) The Company, Each of the Company and its Subsidiaries andis in possession of all authorizations, to Sellers’ Knowledgelicenses, the Company’s directorsconsents, officers certificates, registrations, approvals and key employees hold all material Permits other permits of any Governmental Entity (including approvals of Gaming Authority“Permits”) necessary for it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (collectively, the conduct of the Business as currently conducted“Company Permits”), each of which is and all such Company Permits are in full force and effect, except where the failure to hold such Company Permits would not be reasonably expected to result in a material settlement or fine or material change in the conduct of business of the entity required to hold such Company Permit as currently conducted. The Business isNo suspension or cancellation of any of the Company Permits is pending or, and since January 1to the Knowledge of the Company, 2013 has been, conducted in material compliance with applicable Law (including the Gaming Laws)threatened. The Company does and its Subsidiaries are not know in violation or breach of, or default under, any Company Permit, except where such violation, breach or default would not be reasonably expected to result in a material change in the conduct of business of the entity subject to such Company Permit as currently conducted. As of the date of this Agreement, 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 factof its Subsidiaries under, circumstance any Company Permit (in each case, with or other reason relating to it without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that would prevent not 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 conditions to Closing set forth in Article IX from being satisfied transactions contemplated by this Agreement, except for violations, breaches, defaults, losses or the Closing from occurring within thirteen (13) months of the Effective Dateaccelerations that would not have a Company Material Adverse Effect. (b) Neither the Company nor any of its SubsidiariesSubsidiaries is, nor any of the Company’s or its Subsidiaries’ “key persons” (as defined under applicable Gaming Law), is or since January 1, 2013 2002 has been, in conflict with, or in default with respect to or in violation of of, (i) any Law (including Gaming Laws) Laws applicable to the Company or any of its Subsidiaries such Subsidiary or by which any property of the Company Assets is bound or asset (ii) any Company Permits, except in each case for conflicts, defaults or violations that would not have a Company Material Adverse Effect. (c) Without limiting the foregoing, all forms of policies, binders, slips, certificates and other agreements of insurance (including all applications, supplements, endorsements, amendments, riders and ancillary agreements in connection therewith) issued by each Subsidiary of the Company since January 1, 2000 and all forms of marketing materials pertaining thereto have been approved by all applicable Governmental Entities where approval is or was required by applicable Law, or filed with and not objected to by such Governmental Entities within the period provided by applicable Law for objection, and all such forms comply in all material respects with, and have been administered in accordance with, applicable Law, except, in each case, where the failure to obtain such approvals, make such filings or not have such objections would not have a Company Material Adverse Effect. Any premium rates which were required to be filed with or approved by any Governmental Entity since January 1, 2000 have been so filed or approved and the premiums charged conform thereto, except where the failure to make such filings or obtain such approvals would not have a Company Material Adverse Effect. (d) Since January 1, 2000, the Company, its Subsidiaries and, to the Knowledge of the Company, their agents and distributors have marketed the Company’s insurance products in compliance with all applicable Laws governing sales processes and practices, except where the failure to so comply would not have a Company Material Adverse Effect. Without limiting the foregoing, all marketing materials, whether or not in written form, have accurately described the Company’s products, including with respect to coverage limits, exclusions, pre-existing conditions, deductibles and co-payments, except where the failure to so describe such products would not have a Company Material Adverse Effect. Since January 1, 2000, the Company’s agent training programs and other communications to agents and distributors (including training tapes, scripts, etc.) have been consistent with the Company’s written marketing materials and in compliance with applicable Laws, except where the failure to be consistent would not have a Company Material Adverse Effect. Since January 1, 2004, the Company has instructed its agents and distributors who market through association groups to clearly present themselves to existing and prospective association group members and to prospective insureds as insurance agents, except where the failure to so instruct its agents would not have a Company Material Adverse Effect. (i) Since January 1, 2000, each (A) salaried employee of each Subsidiary of the Company with whom the Company or any of its the Subsidiaries is bound has entered into a written agreement to perform the duties of an insurance agent, broker, solicitor, third-party administrator or affectedmanaging general agent for any Subsidiary of the Company and (B) each other Person with whom any of the Subsidiaries of the Company has entered into a written agreement to perform the duties of insurance agent, broker, solicitor, third party administrator or managing general agent for any Subsidiary of the Company (collectively, the “Producers”), at the time such Producer wrote, sold or produced business, or performed such other act for or on behalf of the Subsidiary of the Company that may require an agent’s, broker’s, producer’s, solicitor’s, third party administrator’s, managing general agent’s or other insurance license, was duly licensed and appointed, where required, as a Producer, as applicable (for the type of business written, sold or produced by such Producer), in the particular jurisdiction in which such Producer wrote, sold, produced, solicited or serviced such business, as may be required by any applicable Law, except in each such case where the failure to be so licensed or appointed would not have a Company Material Adverse Effect. (cii) Other than as set forth in Section 6.10(c) Neither any Subsidiary of the Company Disclosure Letternor the Company has made a filing with any Governmental Entity seeking an exemption under 18 USC § 1033(e)(2) with respect to any Producer or any employee. (iii) To the Knowledge of the Company, (i) none of the Company or any of its Subsidiaries has received any written claim, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of, any Gaming Law which did or would be reasonably likely to result in an individual fine or penalty of $100,000 or more and (ii) to Sellers’ Knowledge, no investigation or review is threatened by any Gaming Authority or other Governmental Entity with respect to the Company or any of its Subsidiaries. To Sellers’ Knowledge, there are no facts, circumstances or conditions which if known by any Gaming Authority would reasonably be expected to result in the revocation, limitation, suspension, non-renewal, modification or termination of a Gaming Approval, except to the extent resulting from, directly or indirectly, (i) the negotiation, execution or announcement of this Agreement or the transactions contemplated hereby (including the impact of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming Authority)) or (ii) changes, effects, developments or circumstances to the extent arising from or relating to the identity of Parent or Buyer, or their ability to obtain the Gaming Approvals. None of the Company has compensated its Producers or other intermediaries using any method other than compensation as a percentage of its Subsidiaries has suffered a suspension, denial, non-renewal, limitation or revocation of any Permit or Gaming Approvalpremium.