Common use of Permits; Compliance Clause in Contracts

Permits; Compliance. Section 2.2(f) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conducted.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by Authority necessary for each of the Company or any of its the Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conducted or presently contemplated to be conducted, including, without limitation, all necessary waivers from MEMR waiving Kazakhstan government’s pre-emptive rights under Article 71 of the Subsoil Use Law and all necessary consents or permits required under Anti-trust Laws and the spouses’ consents required under applicable Law in connection with any prior acquisition, purchase, sale, transfer or other disposal by the Company or any Subsidiary of any assets or equity interests (the “Permits”), except where the failure to have, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect, or (b) except as disclosed in Section 5.06 of the Disclosure Schedule, any material note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound in any material respect.

Permits; Compliance. Section 2.2(f) Each of Parent and the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Parent Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are Authority necessary for each of Parent or the Company or any applicable Subsidiary Parent Subsidiaries to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the “Parent Permits”), except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Parent or Merger Sub from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. No suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened, except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Parent or Merger Sub from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Parent Permit, franchise or other instrument or obligation to which Parent or any Parent Subsidiary is a party or by which Parent or any Parent Subsidiary or any property or asset of Parent or any Parent Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Parent or Merger Sub from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by Authority necessary for each of the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary Subsidiaries to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the “Company Permits”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certifications, approvals and orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Permits”), except where the failure to have such Company Permits would nothave, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to be material to (x) prevent or delay beyond the Company and its Subsidiaries, taken as Outside Date the consummation of the Merger or (y) have a wholeMaterial Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, and there have occurred no defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of any such Permits (with or without notice, the lapse of time or both), except where the failure to have, or the suspension or cancellation of any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Merger or (y) have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is Company Subsidiary is, and neither the Company nor any Company Subsidiary during the past three (3) years has been, in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is bound or affected, or (ii) any Company Material Contract or material Permit to which the Company Permitor any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except, in each case, except for any such conflicts, defaults, breaches or violations that would notthat, individually or in the aggregate, would not reasonably be expected to be (x) prevent or delay beyond the Outside Date the consummation of the Merger or (y) have a Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all material respects with any Law. Notwithstanding the foregoing, for all purposes of the Agreement, the Company does not make any representation or warranty (pursuant to this Section 4.6 or elsewhere in the Agreement) regarding the effect of the applicable antitrust, merger control, competition, or fair trade laws on its ability to execute, deliver, or perform its obligations under the Agreement or to consummate the transactions described in this Agreement as a result of the enactment, promulgation, application, or threatened or actual judicial or administrative investigation or litigation under, or enforcement of, any antitrust, merger control, competition, or fair trade law with respect to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders consummation of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for transactions described in the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductedAgreement.

Permits; Compliance. Section 2.2(f) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any United States Governmental Entity held by Authority and, to the Company or knowledge of the Company, any of its Subsidiaries or that are foreign Governmental Authority, necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted and substantially as described in the Company’s SEC Reports filed prior to the date hereof (the “Permits”), and all such Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Permits would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Registration Rights Agreement to which it is a party or (C) have a Material Adverse Effect. As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is not in conflict with, or in default, breach or violation of, (i) any domestic United States Law or, to the knowledge of the Company, any foreign Law, applicable to the Company or by which any property or asset of the Company is bound or affected, or (ii) any Permits, except for any such conflicts, defaults or violations that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. Since the enactment of SOX, the Company and each of its officers and directors have been and are in compliance in all material respects with (A) the applicable provisions of SOX and the related rules and regulations promulgated thereunder and under the Exchange Act and (B) the applicable listing and corporate governance rules and regulations of Nasdaq.

Permits; Compliance. Section 2.2(f) To the Knowledge of the Company Disclosure Schedule sets forth a trueCompany, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The and each Company or any of its Subsidiaries is Subsidiary is, and has been at all times, in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, registrations, and Orders orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are Authority necessary and required for the Company or any applicable Company Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the “Company Permits”), except where the failure to have such Company Permits would not be material to the Company and the Company Subsidiaries, taken as a whole. No suspension, revocation, cancellation or termination of any of the Company Permits is pending or, to the Knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any Company Material Contracts or Company Permits, except where the default, breach or violation of the Company Material Contracts or Company Permits would not have a Company Material Adverse Effect.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by Authority necessary for each of the Company or any of its Subsidiaries or that are necessary for and the Company or any applicable Subsidiary Subsidiaries to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the “Company Permits”), except where the failure to have any of the Company Permits would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits held by the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in default, breach or violation of (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any Contract, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

Permits; Compliance. Section 2.2(f(a) Since January 1, 2018, each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries holds and has held and is and has been in possession of all franchises, grants, authorizations, licenses, permits (including imports and exports permits), quotas (cupos), registrations, good manufacturing practices certificates, easements, variances, exceptions, consents, concessions, certificates, approvals and orders of any Governmental Authority necessary and/or required pursuant to applicable Law for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it has been and is now being conducted, as applicable (the “Company Permits”), except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to not be material to the Company and its the Company Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be Section 4.06(a) sets forth a complete and accurate list of all Company Permits material to the Company and its Subsidiaries, the Company Subsidiaries taken as a wholewhole that are currently in effect. All such Company Permits necessary and/or required pursuant to applicable Law for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted, are valid, updated as required by applicable Law and currently in-effect and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatenedthreatened in writing, except as would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries Company Subsidiary is or has been, nor any event or circumstance has occurred that could reasonably be expected to result, in a conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is bound or affected, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to not be material to the Company and its the Company Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conducted.

Permits; Compliance. Section 2.2(f) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any United States Governmental Entity held by Authority and, to the Company or knowledge of the Company, any of its Subsidiaries or that are foreign Governmental Authority, necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted and substantially as described in the Company’s SEC Reports filed prior to the date hereof (the “Permits”), and all such Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Permits would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement to which it is a party or (C) have a Material Adverse Effect. As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is not in conflict with, or in default, breach or violation of, (i) any domestic United States Law or, to the knowledge of the Company, any foreign Law, applicable to the Company or by which any property or asset of the Company is bound or affected, or (ii) any Permits, except for any such conflicts, defaults or violations that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement to which it is a party or (C) have a Material Adverse Effect. Since the enactment of SOX, the Company and each of its officers and directors have been and are in compliance in all material respects with (A) the applicable provisions of SOX and the related rules and regulations promulgated thereunder and under the Exchange Act and (B) the applicable listing and corporate governance rules and regulations of Nasdaq and the BSE.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certifications, approvals and Orders orders of any Governmental Entity held by Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary for each of the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary Subsidiaries to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the “Permits”), except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, and there have occurred no defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of any such Permits (with or without notice, the lapse of time or both), except where the failure to have, or the suspension or cancellation of any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is, and neither the Company nor any Company Subsidiary since January 1, 2011 has been, in conflict with, or in default, breach or violation of, (i) any Law or Military Specification applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (ii) any Company Material Contract or material Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all material respects with any Law or Military Specification.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certifications, approvals and orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Permits”), except where the failure to have such Company Permits would nothave, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as have a wholeMaterial Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, and there have occurred no defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of any such Permits (with or without notice, the lapse of time or both), except where the failure to have, or the suspension or cancellation of any of the Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is Company Subsidiary is, and neither the Company nor any Company Subsidiary since January 6, 2008 has been, in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is bound or affected, or (ii) any material Permit to which the Company Material Contract or any Company PermitSubsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except, in each case, except for any such conflicts, defaults, breaches or violations that would notthat, individually or in the aggregate, would not reasonably be expected to be material to have a Material Adverse Effect. Neither the Company and its Subsidiariesnor any of the Company Subsidiaries has, taken as a whole. “Company Permits” means since January 6, 2008, received any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of written notice from any Governmental Entity held by the Company or any Authority of its Subsidiaries or competent jurisdiction alleging that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductednot in compliance in all material respects with any Law, except for those instances where such non-compliance has been resolved in all material respects.

Permits; Compliance. Except as set forth in Section 2.2(f) 4.06 of the Company Disclosure Schedule sets forth a trueSchedule, correct and complete list, as of the date of this Agreement, of all each of the Company Permits. The and the Company Subsidiaries (i) is and has been in compliance in all material respects with any and all Laws applicable to the Company and the Company Subsidiaries or any of its Subsidiaries business, properties or assets, except for failures to comply or violations which would not be materially adverse to the Company and the Company Subsidiaries, taken as a whole, or reasonably expected to materially interfere with the Transactions (including the Mergers), and (ii) is in possession of all of permits necessary for the Company or such Company Subsidiary, as applicable to own, lease and operate its properties (including the Leased Real Properties) or carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits Permit would not, individually or in the aggregate, reasonably not be expected to be material materially adverse to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatenedthreatened in writing. Neither Since January 1, 2020, (x) neither the Company nor any Company Subsidiary has been sanctioned, fined or penalized for any violation of its Subsidiaries is or failure to comply with any applicable Law, (y) neither the Company nor any Company Subsidiary is, or has been, in conflict with, or in default, breach or violation of, any Company Permit and (iz) neither the Company nor any Law Company Subsidiary has received inspection, report, notice of adverse finding, warning letter, resolution, writ, untitled letter or other correspondence with or from any Governmental Authority alleging or asserting non-compliance with applicable to Laws or any Company Permit by 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, or (ii) any Company Material Contract or Company PermitSubsidiaries, except, in each casewith respect to clauses (x), (y) and (z), for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductedMaterial Adverse Effect.

Permits; Compliance. Except as set forth in Section 2.2(f) 4.6 of the Company Disclosure Schedule sets forth a true, correct and complete list, as or the absence of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits which would not, individually or in the aggregate, reasonably be expected to be material to have a Company Material Adverse Effect, each of the Company and its SubsidiariesSubsidiaries is in possession of all franchises, taken as a whole. Except as would notgrants, individually authorizations, licenses, permits, easements, variances, exceptions, consents, certifi xxxxx, approvals and orders necessary for the Company or in any of its Subsidiaries to own, lease and operate the aggregate, reasonably be expected to be material to properties of the Company and its SubsidiariesSubsidiaries or to carry on their business as it is now being conducted and contemplated to be conducted (the "Company Permits"), taken as a whole, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the Company, threatened. Neither Except as set forth in Section 4.6 of the Company nor Disclosure Schedule, none of the Company or any of its Subsidiaries is in conflict with, or in default, breach default or violation of, (i) any Law 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 affectedaffected to the Knowledge of the Company, or (ii) any of the Company Material Contract Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Permitor any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property or asset of the Company or any of its Subsidiaries is bound or affected, except, in each case, except for any such conflicts, defaults, breaches defaults or violations that would not, individually or in the aggregate, reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductedMaterial Adverse Effect.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries each Subsidiary is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are Authority necessary for the Company or any applicable Subsidiary each such entity to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the “Company Permits”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not have a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not have a Company Material Adverse Effect. Each of the Company and each Subsidiary is in compliance with, and since January 1, 2002 has been or has taken any necessary steps to become in compliance with, (a) except as set forth in Section 3.06 of the Company Disclosure Schedule, any Law applicable to such entity or by which any property or asset of such entity is bound or affected (including, without limitation, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)), and (b) any Contract or Company Permit to which such entity is a party or by which such entity or any property or asset of such entity is bound, except, with respect to clauses (a) and (b), for any such conflicts, defaults, breaches or violations that would not have a Company Material Adverse Effect. To the extent that any correctional, rehabilitative, educational, detention or other similar facility (each, a “Facility”) operated or otherwise managed by the Company is required to comply with the requirements for accreditation by and the standards of, the American Correctional Association and the Joint Commission on the Accreditation of Health Organizations (collectively, “Accreditation Requirements”), such Facility, is, and has been, in compliance with, and has taken any necessary steps to become in compliance with, the Accreditation Requirements and all notices, reports, documents and other information required to be filed under any Accreditation Requirements were properly filed and were in compliance with such Accreditation Requirements.

Permits; Compliance. Except as set forth in Section 2.2(f5.02(e) of the Company Disclosure Schedule sets forth a trueLetter, correct and complete list, as to the knowledge of the date of this AgreementCompany, of all each of the Company Permits. The Company or any of and its Subsidiaries and each Non-JPM JV is in possession of and in compliance with all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Applicable Permits”), except where the failure to have such Company Permits would nothave, individually or in the aggregatesuspension or cancellation of, reasonably be expected any of the Applicable Permits, or the failure to be material to in compliance with any of the Applicable Permits, would not have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no No suspension or cancellation of any of the Company Applicable Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Applicable Permits would not have a Company Material Adverse Effect. Neither To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any of its Subsidiaries or by which any property of their properties or asset of the Company or any of its Subsidiaries assets is bound or affected, or (ii) any Company Material Contract or Company note, bond, mortgage, indenture, contract, agreement, lease, license, Applicable Permit, exceptfranchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their properties or assets is bound, in each case, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the not have a Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductedMaterial Adverse Effect.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certifications, approvals and Orders orders of any Governmental Entity held by Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary for each of the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary Subsidiaries to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the “Permits”), except where the failure to have, or the suspension or cancelation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No suspension, modification or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened that would reasonably be expected to result in the suspension, modification or cancellation of any such Permits, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. From January 1, 2020 to the date of this Agreement, neither the Company nor any Company Subsidiary has received any written notice that the Company or any Company Subsidiary is in conflict with, or in default, breach or violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or any material Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. As of the date of this Agreement, neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all respects with any Law, except where such non-compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Permits; Compliance. (a) Except as set forth in Section 2.2(f5.06(a) of the Company Disclosure Schedule sets forth a trueSchedule, correct and complete list, as of the date of this Agreement, of all each of the Company Permits. The and the Company Subsidiaries (i) is and has been in compliance in all material respects with any and all Laws applicable to the Company and the Company Subsidiaries or any of its Subsidiaries business, properties or assets, except for failures to comply or violations which would not be materially adverse to the Company and the Company Subsidiaries, taken as a whole, or reasonably expected to materially interfere with the Transactions (including the Merger), and (ii) is in possession of all of permits necessary for the Company or such Company Subsidiary, as applicable to own, lease and operate its properties (including the Leased Real Properties) or carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits Permit would not, individually or in the aggregate, reasonably not be expected to be material materially adverse to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatenedthreatened in writing. Neither Since January 1, 2019, (x) neither the Company nor any Company Subsidiary has been sanctioned, fined or penalized for any violation of its Subsidiaries is or failure to comply with any applicable Law, (y) neither the Company nor any Company Subsidiary is, or has been, in conflict with, or in default, breach or violation of, any Company Permit and (iz) neither the Company nor any Law Company Subsidiary has received inspection, report, notice of adverse finding, warning letter, resolution, writ, untitled letter or other correspondence with or from any Governmental Authority alleging or asserting noncompliance with applicable to Laws or any Company Permit by 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, or (ii) any Company Material Contract or Company PermitSubsidiaries, except, in each casewith respect to clauses (x), (y) and (z), for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductedMaterial Adverse Effect.

Permits; Compliance. (a) Section 2.2(f5.06(a) of the Company Disclosure Schedule sets forth a true, correct true and complete list, as of the date of this Agreement, list of all franchises, grants, authorizations, licenses, registrations, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any commission, board or other Governmental Authority necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”). The Except as set forth in Section 5.06(a) of the Company Disclosure Schedule, each of the Company and the Company Subsidiaries (i) is and has been in compliance in all material respects with any and all Laws applicable to the Company and the Company Subsidiaries or any of its Subsidiaries business, properties or assets, (ii) is in possession of all of the Company Permits, except where the failure to have such Company Permits Permit would not, individually or in the aggregate, not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither Since January 1, 2018, (A) neither the Company nor any of its Subsidiaries is Company Subsidiary is, or has been, in conflict with, or in default, breach or violation of, (i) of any Law applicable to the Company or any of Company Subsidiary or its Subsidiaries business or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is bound or affected, or (iiB) neither the Company nor any Company Material Contract Subsidiary is, or has been, in conflict with, or in default, breach or violation of any Company Permit, except, in each casecase under (A) or (B), for any such conflicts, defaults, breaches or violations that would notnot be, individually or in the aggregate, would not reasonably be expected to be be, material to the Company and its the Company Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by (C) no formal or informal investigation or review related to the Company or any Company Subsidiary, the commencement and the nature of its Subsidiaries or that are necessary for which has been communicated to the Company or any Company Subsidiary, is being or has been conducted by any commission, board or other Governmental Authority, and no such investigation or review is scheduled, pending or, to the knowledge of the Company, threatened, (D) neither the Company nor any Company Subsidiary has made any voluntary disclosure to any Governmental Authority with respect to actual or potential material non-compliance with any Laws applicable to the Company or any Company Subsidiary to own, lease and operate its or their properties or to carry on its respective business, properties, assets, or Company Permits, and (E) neither the Company nor any Company Subsidiary, including their business as it is currently being conducted.respective directors, officers, or employees, have been the subject of any criminal proceedings or convicted of any felony. 44

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all each Subsidiary of the Company Permits. The Company or any of its Subsidiaries is in possession of all licenses, interim licenses, qualifications, exemptions, registrations, permits, approvals, accreditations, certificates of occupancy and other certificates, franchises and other authorizations of any Governmental Authority necessary for each such entity to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, reasonably be expected to be material to have a Company Material Adverse Effect. As of the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholedate of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatenedthreatened in writing, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries Subsidiary is in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any of its Subsidiaries such entity or by which any property or asset of the Company or any of its Subsidiaries such entity is bound or affected, or (ii) any Company Material Contract contract or Company PermitPermit to which such entity is a party or by which such entity or any property or asset of such entity is bound, except, in each casewith respect to clauses (i) and (ii), for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, (x) each Company Healthcare Facility is in compliance with the requirements of and conditions for participating in the Government Programs such facility participates in as of the date of this Agreement and (y) all claims for payment or cost reports filed or required to be material to the filed by each Company and its Subsidiaries, taken as a whole. “Company Permits” means Healthcare Facility under any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company Government Program or any private payor program have been prepared and filed in accordance with all applicable Laws, except, in the case of its Subsidiaries clauses (x) and (y), for any such noncompliance that would not, individually or that are necessary for in the aggregate, reasonably be expected to have a Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conducted.Material Adverse Effect. Table of Contents

Permits; Compliance. Section 2.2(f(a) of The Company and each Subsidiary has all franchises, grants, authorizations, permits, licenses, exceptions, consents, certificates, approval and orders issued by an applicable Governmental Authority, including all Money Transmitter Licenses, necessary for the Company Disclosure and such Subsidiaries to own, lease and otherwise hold and operate their respective properties and other assets and to conduct their respective business as now being conducted by them, the lack of which could result in a Material Adverse Effect (the “Permits”). Except as set forth on Schedule sets forth a true2.05(a), correct (i) all Permits are, and complete listimmediately after the Closing will be, as of the date of this Agreement, of all of in full force and effect and (ii) neither the Company Permits. The Company or nor any of its Subsidiaries is is, nor, to Seller’s knowledge, has been at any time since January 1, 2015, in possession default under any Permit, and has not received any notice or other communication from any Governmental Authority regarding (x) any actual or possible violation of all of the Company Permits, except where the or failure to have such Company Permits comply with any term or requirement of any Permit, or (y) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Permit, except, in the case of clauses (i) and (ii), as would notnot reasonably be expected to be, individually or in the aggregate, materially adverse to the Company, taken as a whole. Schedule 2.05(a) sets forth each Permit. (b) The Company and each of its Subsidiaries is in compliance with (i) each Law, including the Money Transmitter Requirements, applicable to the Company or such Subsidiaries or by which any property or asset of the Company or such Subsidiaries is bound or affected, (ii) any applicable rules and regulations of any payment card association or other payment network, including the Payment Card Industry Data Security Standards (the “PCI DSS”) and (iii) each Permit, except, for instances of noncompliance that would not reasonably be expected to be material be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending orset forth on Schedule 2.05(b), to Seller’s knowledge, since January 1, 2015 (x) no event has occurred or circumstances exist that (with or without the knowledge passage of time or the Company, threatened. Neither the Company nor any giving of its Subsidiaries notice) is likely to result in conflict with, or in default, breach or a material violation of, (i) any Law applicable to material conflict with or material failure on the Company or any of its Subsidiaries or by which any property or asset part of the Company or any of its Subsidiaries is bound or affectedto comply with, or any Law and (iiy) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to neither the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or nor any of its Subsidiaries has received any notice or that are necessary for other communication regarding a material violation of, material conflict with or material failure to comply with any Law applicable to it. 13 (c) Since January 1, 2015, neither the Company nor any of its Subsidiaries has been denied a Money Transmitter License by any Governmental Authority or had any applicable Subsidiary to ownMoney Transmitter License involuntarily revoked, lease and operate its withdrawn, suspended, cancelled, or their properties or to carry on its or their business as it is currently being conducted.terminated. Section 2.06

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the each Company Permits. The Company or any of its Subsidiaries Subsidiary is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable and each Company Subsidiary to own, lease and otherwise hold and operate its or their properties or and other assets and to carry on its or their business as it is now being conducted and as currently being conductedproposed to be conducted (the "Company Permits"), except where the failure of the Company and each Company Subsidiary to possess such Company Permits could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are in full force and effect and will remain so after the Closing and no suspension or cancellation of any Company Permit is pending or, to the knowledge of the Company, threatened. Neither the Company nor any Company Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of or failure to comply with any term or requirement of any Company Permit, or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Permit. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) any Company Permit, except where the failure of the Company and each Company Subsidiary to possess such Company Permits could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance. Except as disclosed in Section 2.2(f) 3.06 of ------------------- ------------ the Company Disclosure Schedule, each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptionsexemptions, consents, certificates, identification and registration numbers, approvals and Orders orders (collectively, the "Permits") ------- necessary to own, lease and operate their properties and to carry on their businesses as they are now being conducted, except where the failure to possess such Permits could not reasonably be expected to have a Company Material Adverse Effect. Section 3.06 of any Governmental Entity held by the ------------ Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, or investigations, pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries subsidiaries that could reasonably be expected to result in the loss, revocation, suspension or cancellation of a Permit held by the Company or a subsidiary of the Company, except for any suspension, loss or revocation that are necessary for could not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.06 of the Company Disclosure Schedule, neither the Company ------------ nor any of its subsidiaries is in conflict with, in default under or in violation of, nor has it received, since December 31, 1993, from any Governmental Entity any written notice with respect to possible conflicts with, defaults under or violations of (a) any Law applicable to the Company or any applicable Subsidiary to own, lease and operate of its subsidiaries or their properties by or to carry on which any of their respective properties are bound or subject, (b) any judgment, order or decree applicable to the Company or any of its subsidiaries, or their business as it is currently being conducted(c) any of the Permits held by the Company or a subsidiary of the Company, except for any such conflicts, defaults or violations that individually or in the aggregate could not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, clearances, certificates, approvals and orders necessary under applicable Law and necessary for each of the Company or such Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits would not, individually not have or in the aggregate, would not reasonably be expected to be material to the have a Company Material Adverse Effect. Each Company Permit is in full force and effect in accordance with its Subsidiariesterms and no suspension, taken as a whole. Except as would notrevocation, individually cancellation, withdrawal, adverse modification or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation termination of any of the Company Permits is pending or has been threatened in writing or, to the knowledge of the Company, threatenedorally. Neither the Company nor any of its Subsidiaries is Company Subsidiary is, nor at any time since the Reference Date has the Company or any Company Subsidiary been, in conflict with, or in default, breach or violation of, (ia) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is bound or affected, or (iib) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would notnot be or would not reasonably be expected to be, individually or in the aggregate, material to the Company. Since the Reference Date, (i) none of the Company or any of the Company Subsidiaries has been subjected to, or received any notification from, any Governmental Authority of a violation of any applicable Law or any investigation by a Governmental Authority for actual or alleged violation of any applicable Law, (ii) to the knowledge of the Company, no claims have been filed against the Company or any of the Company Subsidiaries with any Governmental Authority alleging any failure by the Company or any of the Company Subsidiaries to comply with any applicable Law, and (iii) none of the Company nor any of the Company Subsidiaries has made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any applicable Law, in the case of clauses (i) through (iii), except as would not, or would not reasonably be expected to to, be material to the Company and its the Company Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conducted.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certifications, approvals and Orders orders of any Governmental Entity held by Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary for each of the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary Subsidiaries to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the “Permits”), except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, and there have occurred no defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of any such Permits (with or without notice, the lapse of time or both), except where the failure to have, or the suspension or cancellation of any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is, and neither the Company nor any Company Subsidiary since October 1, 2007 has been, in conflict with, or in default, breach or violation of, (i) any Law or Military Specification applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (ii) any Company Material Contract or material Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has, since October 1, 2007, received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all material respects with any Law or Military Specification.

Permits; Compliance. Except as set forth in Section 2.2(f) 4.06 ------------------- ------------ of the Disclosure Schedule, each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by Authority necessary for each of the Company or any of its the Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the "Permits"), except where the failure ------- to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 4.06 of the Disclosure Schedule, ------------ as of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 4.06 ------------ of the Disclosure Schedule, neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certifications, approvals and Orders orders of any Governmental Entity held by Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary for each of the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary Subsidiaries to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the “Permits”), except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Share Purchase or any other Transactions or (y) be material to the Company and the Company Subsidiaries taken as a whole. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, and there have occurred no defaults under, or events giving rise to a right of termination, amendment or cancellation of any such Permits (with or without notice, the lapse of time or both), except where the failure to have, or the suspension or cancellation of any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Share Purchase or any other Transactions or (y) be material to the Company and the Company Subsidiaries taken as a whole. The Company and all Company Subsidiaries are, and have been since January 1, 2015, in material compliance with all Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or any Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Share Purchase or any other Transactions or (y) be material to the Company and the Company Subsidiaries taken as a whole. As of the date of this Agreement, neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all material respects with any Law, except where such non-compliance, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Share Purchase or any other Transactions or (y) be material to the Company and the Company Subsidiaries taken as a whole.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all each Subsidiary of the Company Permits. The Company or any of its Subsidiaries is in possession of all licenses, interim licenses, qualifications, exemptions, registrations, permits, approvals, accreditations, certificates of occupancy and other certificates, franchises and other authorizations of any Governmental Authority necessary for each such entity to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, reasonably be expected to be material to have a Company Material Adverse Effect. As of the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholedate of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatenedthreatened in writing, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries Subsidiary is in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any of its Subsidiaries such entity or by which any property or asset of the Company or any of its Subsidiaries such entity is bound or affected, or (ii) any Company Material Contract contract or Company PermitPermit to which such entity is a party or by which such entity or any property or asset of such entity is bound, except, in each casewith respect to clauses (i) and (ii), for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, (x) each Company Healthcare Facility is in compliance with the requirements of and conditions for participating in the Government Programs such facility participates in as of the date of this Agreement and (y) all claims for payment or cost reports filed or required to be material to the filed by each Company and its Subsidiaries, taken as a whole. “Company Permits” means Healthcare Facility under any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company Government Program or any private payor program have been prepared and filed in accordance with all applicable Laws, except, in the case of its Subsidiaries clauses (x) and (y), for any such noncompliance that would not, individually or that are necessary for in the aggregate, reasonably be expected to have a Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductedMaterial Adverse Effect.

Permits; Compliance. Except as disclosed in Section 2.2(f2.06 of the Company Disclosure Schedule, each of the Company and its subsidiaries is in possession of all (i) franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, identification and registration numbers, approvals and orders it reasonably believes are necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the "Company Permits"). Section 2.06 of the Company Disclosure Schedule sets forth a truelist of each of the Company Permits and the jurisdiction issuing the same, correct all of which are in good standing and complete listnot subject to meritorious challenge. Section 2.06 of the Company Disclosure Schedule also sets forth, as of the date of this Agreement, of all of the Company Permits. The Company actions, proceedings, investigations or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is surveys pending or, to the knowledge of the CompanyCompany or the Shareholders, threatenedthreatened against the Company or any of its subsidiaries that could reasonably be expected to result in the loss, suspension or revocation of a Company Permit. Neither Except as set forth in Section 2.06 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries subsidiaries is in conflict with, in default under or in defaultviolation of , breach and none of them has received, since July 31, 1997, from any Governmental Entity any written notice with respect to any conflict with, default under or violation of, (i) any Law applicable to the Company or any of its Subsidiaries subsidiaries or by or to which any property of their respective properties is bound or asset of subject, (ii) any judgment, order or decree applicable to the Company or any of its Subsidiaries subsidiaries or by or to which any of their respective properties is bound or affectedsubject, or (iiiii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to of the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conducted.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on their respective businesses substantially in the manner described in the Company SEC Filings (as defined herein) and as it is now being conducted (the "Company Permits"), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would neither, individually or in the aggregate, (a) have a trueCompany Material Adverse Effect nor (b) prevent or materially delay the performance of this Agreement by the Company, correct and complete listand, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, 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 have, or the suspension or cancellation of, any of the Company Permits would neither, individually or in the aggregate, (x) have a Company Material Adverse Effect nor (y) prevent or materially delay the performance of this Agreement by the Company. Neither the Company nor any of its Subsidiaries Company Subsidiary is in conflict with, or in default, breach default or violation of, (i) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property property, asset or asset operation of the Company or any of its Subsidiaries Company Subsidiary is bound or affected, affected or (ii) any Company Material Contract or Company PermitPermits, except, in each case, except for any such conflicts, defaults, breaches defaults or violations that would notneither, individually or in the aggregate, reasonably be expected to be material to (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders performance of any Governmental Entity held this Agreement by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductedCompany. SECTION 3.07.

Permits; Compliance. Except as disclosed in Section 2.2(f) 3.06 of the Company Disclosure Schedule sets forth a trueSchedule, correct and complete list, as of the date of this Agreement, of all each of the Company Permits. The Company or any of and its Subsidiaries subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptionsexemptions, consents, certificates, identification and registration numbers, approvals and Orders orders (collectively, the "Permits") necessary to own, lease and operate their properties and to carry on their businesses as they are now being conducted, except where the failure to possess such Permits could not reasonably be expected to have a Company Material Adverse Effect. Section 3.06 of any Governmental Entity held by the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, or investigations, pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries subsidiaries that could reasonably be expected to result in the loss, revocation, suspension or that are necessary for cancellation of a Permit held by the Company or a subsidiary of the Company. Except as set forth in Section 3.06 of the Company Disclosure Schedule, (i) neither the Company nor any of its subsidiaries is in conflict with, in default under or in violation of (a) any Law applicable to the Company or any of its subsidiaries or by which any of their respective properties are bound or subject or (b) any of the Permits held by the Company or a subsidiary of the Company, except for any such conflicts, defaults or violations that individually or in the aggregate could not reasonably be expected to have a Company Material Adverse Effect; (ii) neither the Company nor any of its subsidiaries is in conflict with, in default under or in violation of any judgment, order or decree applicable Subsidiary to ownthe Company of any of its subsidiaries or any material Permits held by the Company or a subsidiary of the Company; and (iii) neither the Company nor any of its subsidiaries has received from any Governmental Entity any notice with respect to possible conflicts with, lease and operate defaults under or violations of (a) any Law applicable to the Company or any of its subsidiaries or by which any of their respective properties are bound or subject, (b) any judgment, order or decree applicable to carry on the Company or any of its subsidiaries, or their business as it is currently being conducted(c) any of the Permits held by the Company or a subsidiary of the Company.

Permits; Compliance. Section 2.2(f) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its and the Subsidiaries is are in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by Authority or pursuant to any Maritime Guideline necessary for each of the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease own operate and operate use its or their properties Owned Vessels or to carry on its or their business as it is currently now being conductedconducted (the “Permits”), except where the failure to have any of the Permits would not, individually or in the aggregate, have a Material Adverse Effect and to the Knowledge of the Company the owners of the Chartered Vessels are in possession of all Permits. Except as disclosed in Schedule 3.11: (i) the Company and the Subsidiaries are in compliance with such Permits, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect; (ii) as of the date of this Agreement, no suspension or cancellation of any of the Permits is pending or, to the Knowledge of the Company, threatened, except where the suspension or cancellation of any of the Permits would not, individually or in the aggregate, have a Material Adverse Effect; (iii) neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset (including any Vessel) of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect. Except as otherwise disclosed in Schedule 3.11, the Company and the Subsidiaries are conducting and have conducted during the last three (3) years their respective businesses in compliance with all Laws, except where a violation thereof would not result in a Material Adverse Effect.

Permits; Compliance. Section 2.2(f) 5.06 of the Company TIG Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company TIG Permits. The Company applicable TIG Entity or any of its Subsidiaries applicable TIG Subsidiary is in possession of all of the Company TIG Permits, except where the failure to have such Company TIG Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company TIG Entities and its the TIG Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no No suspension or cancellation of any of the Company TIG Permits is pending or, to the knowledge of the CompanyTIG Entities, threatenedthreatened in writing. Neither of the Company TIG Entities nor any of its Subsidiaries TIG Subsidiary is in conflict with, or in default, breach or violation of, (ia) any Law applicable to either of the Company TIG Entities or any of its Subsidiaries TIG Subsidiary or by which any property or asset of either of the Company TIG Entities or any of its Subsidiaries TIG Subsidiary is bound or affected, or (iib) any Company TIG Material Contract or Company TIG Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company TIG Entities and its the TIG Subsidiaries, taken as a whole. “Company TIG Permits” means any all of the material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity Authority held by the Company TIG Entities or any of its Subsidiaries or that are TIG Subsidiary necessary for the Company TIG Entities or any applicable TIG Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conducted.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by Authority necessary for each of the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary Subsidiaries to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certifications, approvals and Orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Permits”), except where the failure to have such Company Permits would nothave, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not (x) reasonably be expected to prevent or delay beyond the Outside Date the consummation of the Merger or (y) be material to the Company and its the Company Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, and there have occurred no defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of any such Permits (with or without notice, the lapse of time or both), except where the failure to have, or the suspension or cancellation of any of the Permits, individually or in the aggregate, would not (x) reasonably be expected to prevent or delay beyond the Outside Date the consummation of the Merger or (y) be material to the Company and the Company Subsidiaries, taken as a whole. Neither Except as, individually or in the aggregate, would not (x) reasonably be expected to prevent or delay beyond the Outside Date the consummation of the Merger or (y) be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries is Company Subsidiary is, and neither the Company nor any Company Subsidiary during the past three years has been, in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is bound or affected, or (ii) any Company Lease, Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected material Permit to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by which the Company or any of its Subsidiaries Company Subsidiary is a party or that are necessary for by which the Company or any applicable Company Subsidiary to own, lease and operate its or their properties any property or to carry on its asset of the Company or their business as any Company Subsidiary is bound. Neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is currently being conductednot in compliance in all material respects with any Law.

Permits; Compliance. Section 2.2(fg) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by Authority necessary for each of the Company or any of its Subsidiaries or that are necessary for the such Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the “Company Permits”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. All of the Company Permits are valid and subsisting, and are in full force and effect, and the Company and the relevant Company Subsidiary is not in breach of any of the terms or conditions of any of the Company Permits, there are no factors or circumstances that might result in any restrictions or special conditions being placed on any of them or might in any way materially prejudice the continuation or renewal or might lead to the suspension, cancellation, refusal, modification or revocation of any of the Company Permits, except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

Permits; Compliance. Except as disclosed in Section 2.2(f2.06 of the Company Disclosure Schedule, each of the Company and its subsidiaries is in possession of all (i) franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, identification and registration numbers, approvals and orders it reasonably believes are necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the "Company Permits"). Section 2.06 of the Company Disclosure Schedule sets forth a truelist of each of the Company Permits and the jurisdiction issuing 16 11 the same, correct all of which are in good standing and complete listnot subject to meritorious challenge. Section 2.06 of the Company Disclosure Schedule also sets forth, as of the date of this Agreement, of all of the Company Permits. The Company actions, proceedings, investigations or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is surveys pending or, to the knowledge of the CompanyCompany or the Shareholders, threatenedthreatened against the Company or any of its subsidiaries that could reasonably be expected to result in the loss, suspension or revocation of a Company Permit. Neither Except as set forth in Section 2.06 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries subsidiaries is in conflict with, in default under or in defaultviolation of , breach and none of them has received, since July 31, 1997, from any Governmental Entity any written notice with respect to any conflict with, default under or violation of, (i) any Law applicable to the Company or any of its Subsidiaries subsidiaries or by or to which any property of their respective properties is bound or asset of subject, (ii) any judgment, order or decree applicable to the Company or any of its Subsidiaries subsidiaries or by or to which any of their respective properties is bound or affectedsubject, or (iiiii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to of the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conducted.

Permits; Compliance. Except as disclosed in Section 2.2(f) 2.06 of the Company Disclosure Schedule, each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, identification and registration numbers, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted with respect to which the failure of the Company or its subsidiaries to have possession would constitute a Company Material Adverse Effect (collectively, the "Company Permits"). Section 2.06 of the Company Disclosure Schedule sets forth a truelist of each of the Company Permits and the jurisdiction issuing the same, correct all of which are in good standing and complete listnot subject to meritorious challenge. Section 2.06 of the Company Disclosure Schedule also sets forth, as of the date of this Agreement, of all of the Company Permits. The Company actions, proceedings, investigations or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is surveys pending or, to the knowledge of the CompanyCompany or the Shareholders, threatenedthreatened against the Company or any of its subsidiaries that could reasonably be expected to result in the loss, suspension or revocation of a Company Permit. Neither Except as set forth in Section 2.06 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries subsidiaries is in conflict with, in default under or in defaultviolation of , breach and none of them has received, since June 30, 1997, from any Governmental Entity any written notice with respect to any conflict with, default under or violation of, (i) any Law applicable to the Company or any of its Subsidiaries subsidiaries or by or to which any property of their respective properties is bound or asset of subject, (ii) any judgment, order or decree applicable to the Company or any of its Subsidiaries subsidiaries or by or to which any of their respective properties is bound or affectedsubject, or (iiiii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to of the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conducted.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on their respective businesses substantially in the manner described in the Company SEC Filings (as defined herein) and as it is now being conducted (the "Company Permits"), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would neither, individually or in the aggregate, (a) have a trueCompany Material Adverse Effect nor (b) prevent or materially delay the performance of this Agreement by the Company, correct and complete listand, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, 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 have, or the suspension or cancellation of, any of the Company Permits would neither, individually or in the aggregate, (x) have a Company Material Adverse Effect nor (y) prevent or materially delay the performance of this Agreement by the Company. Neither the Company nor any of its Subsidiaries Company Subsidiary is in conflict with, or in default, breach default or violation of, (i) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property property, asset or asset operation of the Company or any of its Subsidiaries Company Subsidiary is bound or affected, affected or (ii) any Company Material Contract or Company PermitPermits, except, in each case, except for any such conflicts, defaults, breaches defaults or violations that would notneither, individually or in the aggregate, reasonably be expected to be material to (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders performance of any Governmental Entity held this Agreement by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductedCompany.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by Authority necessary for each of the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary Subsidiaries to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the "COMPANY PERMITS"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by Authority necessary for each of the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary Subsidiaries to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the “Company Permits”), except where failure to have such Company Permits would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. The Company Permits held by the Company and the Company Subsidiaries are valid and in full force and effect in all material respects, and no suspension, revocation, involuntary termination or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened in writing. Neither the Company nor any Company Subsidiary is or during the past three (3) years has been, in material conflict with, or in material default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, in each case, except for any such conflicts, defaults, breaches or violations that would not reasonably be expected to have a Company Material Adverse Effect. None of the Company or the Company Subsidiaries have been charged with or received notice that it is under investigation with respect to a material violation of any applicable Law that remains unresolved as of the date hereof. The Company and the Company Subsidiaries have filed all material reports required to be filed with any Governmental Authority on or prior to the date hereof.

Permits; Compliance. Section 2.2(f(a) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company Subsidiaries (i) is and, since January 1, 2022, has been in compliance in all material respects with any and all Laws applicable to the Business and the Purchased Assets, except for failures to comply or any of its Subsidiaries violations which would not be materially adverse to the Business, or reasonably expected to materially interfere with the Transactions, and (ii) is in possession of all of permits necessary for the Company or such Company Subsidiary, as applicable, to own, lease and operate its properties (including the Company Real Properties) and to carry on the Business (the “Company Permits”), except where the failure to have such Company Permits Permit would not, individually or in the aggregate, reasonably not be expected to be material materially adverse to the Company Business, and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatenedthreatened in writing. Neither Since January 1, 2022, (x) neither the Company nor any Company Subsidiary has been sanctioned, fined or penalized for any violation of its Subsidiaries is or failure to comply with any applicable Law, (y) neither the Company nor any Company Subsidiary is, or has been, in conflict with, or in default, breach breach, or violation of, any Company Permit, and (iz) neither the Company nor any Law Company Subsidiary has received any written inspection, report, notice of adverse finding, warning letter, resolution, writ, untitled letter or other written correspondence with or from any Governmental Authority alleging or asserting non-compliance with applicable to Laws or any Company Permit by 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, or (ii) any Company Material Contract or Company PermitSubsidiaries, except, in each casewith respect to clauses (x), (y) and (z), for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material materially adverse to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductedBusiness.

Permits; Compliance. Except as set forth on Section 2.2(f) 4.06 of the Company Disclosure Schedule sets forth a trueSchedule, correct and complete list, as each of the date of this AgreementCompany and the Company Subsidiaries is in possession, whether via ownership or license rights, of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, homologation certificates, and orders of any Governmental Authority necessary for each of the Company Permits. The or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (including, without limitation, as applicable, all such permits, licenses, approvals, consents and other authorizations required by the Gaming Laws or any other federal, state, local or foreign agencies or bodies engaged in the regulation, oversight or licensing of its Subsidiaries is in possession of all gaming or any other activity related to the business now operated by the Company and the Company Subsidiaries) (the “Company Permits”). Except as set forth on Section 4.06 of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholeDisclosure Schedule, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatenedthreatened and all of the Company Permits are, to the Company’s knowledge, valid and in full force and effect. Neither the Company nor any of its Subsidiaries Company Subsidiary is in conflict with, or in default, breach or violation of, (ia) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is bound or affected, or (iib) any Company Material Contract or Company Permit, except, in each case, except for any such conflicts, defaultsviolations, breaches breaches, defaults or violations that other occurrences which would not, individually or in the aggregate, reasonably be expected to be material to not have a Company Material Adverse Effect. Each of the Company and its Subsidiaries, taken the Company Subsidiaries has properly and validly completed all filings and registrations that are required for the operation of the business operated by the Company and the Company Subsidiaries as a wholecurrently conducted. “Neither the Company Permits” means nor any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders Company Subsidiary has (i) received any written notices from any Governmental Authority alleging violation of any Governmental Entity applicable Laws or (ii) been denied a Company Permit in any jurisdiction, withdrawn an application for a Company Permit in any jurisdiction, or, with respect to a Company Permit then held by the Company, had any such Company Permit suspended, withdrawn, revoked or limited in any manner, other than as set forth on Section 4.06 of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductedDisclosure Schedule.

Permits; Compliance. Except as set forth in Section 2.2(f) 4.6 of the Company Disclosure Schedule sets forth a true, correct and complete list, as or the absence of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits which would not, individually or in the aggregate, reasonably be expected to be material to have a Company Material Adverse Effect, each of the Company and its SubsidiariesSubsidiaries is in possession of all franchises, taken as a whole. Except as would notgrants, individually authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for the Company or in any of its Subsidiaries to own, lease and operate the aggregate, reasonably be expected to be material to properties of the Company and its SubsidiariesSubsidiaries or to carry on their business as it is now being conducted and contemplated to be conducted (the "Company Permits"), taken as a whole, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the Company, threatened. Neither Except as set forth in Section 4.6 of the Company nor Disclosure Schedule, none of the Company or any of its Subsidiaries is in conflict with, or in default, breach default or violation of, (i) any Law 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 affectedaffected to the Knowledge of the Company, or (ii) any of the Company Material Contract Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Permitor any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property or asset of the Company or any of its Subsidiaries is bound or affected, except, in each case, except for any such conflicts, defaults, breaches defaults or violations that would not, individually or in the aggregate, reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductedMaterial Adverse Effect.

Permits; Compliance. (a) Except as set forth in Part I of Section 2.2(f) 4.06 of the Disclosure Schedule, each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries each Subsidiary is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by Authority necessary for each of the Company or any of its and the Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or and to carry on its or their business as it is currently now being conductedconducted (the “Permits”), except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Offer or the Merger or otherwise would not reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, no suspension or cancellation of any of the Permits, is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Offer or the Merger or otherwise would not reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Part II of Section 4.06 of the Disclosure Schedule, neither the Company nor any Subsidiary is in conflict with, in default under, or in breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any Contract to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Offer or the Merger or otherwise would not reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company Permitsor the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted, except where franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority the failure of which to have such have, or the suspension or cancellation of which are not reasonably likely to prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company Permits would notfrom performing its material obligations under this Agreement and the Stockholders' Agreement and are not reasonably likely, individually or in the aggregate, reasonably be expected to be material to have a Company Material Adverse Effect (the "Company and its Subsidiaries, taken as a wholePermits"). Except as would not, individually or in As of the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholedate of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither Except as set forth in Section 5.06 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries Subsidiary is in conflict with, or in default, breach or violation of, (ia) any Law applicable to the Company or any of its Subsidiaries Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Subsidiary is bound or affected, or (iib) any Company Material Contract or note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, exceptfranchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, in each case, except for any such conflicts, defaults, breaches or violations that would notare not reasonably likely to prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its material obligations under this Agreement and the Stockholders' Agreement and are not reasonably likely, individually or in the aggregate, reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductedMaterial Adverse Effect.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by Authority necessary for each of the Company or any of its Subsidiaries or that are necessary for and the Company or any applicable Subsidiary Subsidiaries to own, lease and operate its or their properties or in all material respects and to carry on its or their business in all material respects as it is currently now being conductedconducted (including, solely with respect to CPI, licenses as a Producer), in each case, except for any franchise, grant, authorization, license, permit, easement, variance, exception, consent, certificate, approval or order the lack of which would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole (each, a “Company Permit”). No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened in writing. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected (including all applicable requirements regarding the marketing and advertising of insurance products, all applicable prohibitions on the use of unfair methods of competition and deceptive acts or practices, and all applicable requirements regulating the underwriting, rating, non-renewal, cancellation or replacement of insurance policies), (b) any Company Permit or (c) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which Company or any Company Subsidiary or any of their property or assets is bound or affected, except, in each case, for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole. CPI, and to the Company’s knowledge, its brokers, producers, or other insurance intermediaries or representatives (each, a “Producer” and collectively, the “Producers”) are not subject to any material market conduct or other insurance regulatory claim or regulatory complaint with respect to the business of CPI.

Permits; Compliance. Section 2.2(f(a) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, registrations, easements, variances, exceptions, consents, certificates, charters, approvals, and orders of any Governmental Authority necessary for each of the Company Permitsand the Company Subsidiaries to own, lease and operate its properties in all respects and to carry on its business in all respects (each, a “Company Permit”) as it is now being conducted, except where the failure to have such Company Permits would notdo so, individually or in the aggregate, has not been, and would not reasonably be expected to be be, material to the Company and its Subsidiariesor any Company Subsidiary. No suspension, taken as a whole. Except as would notlimitation, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension adverse modification or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatenedthreatened in writing. To the knowledge of the Company, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any such Company Permit. Neither the Company nor any of the Company Subsidiaries have been notified or presently has any reason to believe that any Company Permit will not be renewed in the ordinary course of business upon its Subsidiaries expiration. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (ia) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is bound or affected, or any Company Permit or (iib) any Company Material Contract or Company PermitContract, except, in each case, except for any such conflicts, defaults, breaches or violations that would notthat, individually or in the aggregate, in the case of clauses (a) and (b) have not been, and would not reasonably be expected to be be, material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity held by the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is currently being conductedSubsidiary.

Permits; Compliance. Section 2.2(f) Each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certifications, approvals and Orders orders of any Governmental Entity held by Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary for each of the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary Subsidiaries to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (the “Permits”), except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, and there have occurred no defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of any such Permits (with or without notice, the lapse of time or both), except where the failure to have, or the suspension or cancellation of any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is, and neither the Company nor any Company Subsidiary since October 1, 2008 has been, in conflict with, or in default, breach or violation of, (i) any Law or Military Specification applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (ii) any Company Material Contract or material Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all material respects with any Law or Military Specification.

Permits; Compliance. Except as set forth in Section 2.2(f) 4.06 of the Company Disclosure Schedule sets forth a trueSchedule, correct and complete list, as of the date of this Agreement, of all each of the Company Permits. The and the Company or any of its Subsidiaries (excluding Holdco and Merger Sub) is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by Authority necessary for each of the Company or any of its Subsidiaries or that are necessary for the Company or any applicable Subsidiary Subsidiaries to own, lease and operate its or their properties or to carry on its or their business as it is currently now being conductedconducted (including, without limitation, as applicable, all such permits, licenses, approvals, consents and other authorizations required by the Food and Drug Administration or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company and its Subsidiaries) (the “Company Permits”), except where the failure to have such Company Permits would not reasonably be expected to have a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened in writing. Except as set forth in Section 4.06 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary (excluding Holdco and Merger Sub) is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any Company Permit, except for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary (excluding Holdco and Merger Sub) has received during the three (3) years preceding the date of this Agreement any written notices from any Governmental Authority alleging violation of any applicable Laws, except for any violations which would not, individually or in the aggregate, result in a Company Material Adverse Effect.

Permits; Compliance. (a) Except as set forth in Part I of Section 2.2(f) 4.06 of the Disclosure Schedule, each of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Permits. The Company or any of its Subsidiaries each Subsidiary is in possession of all of the Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is in conflict with, or in default, breach or violation of, (i) any Law 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, or (ii) any Company Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. “Company Permits” means any material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders orders of any Governmental Entity held by Authority necessary for each of the Company or any of its and the Subsidiaries or that are necessary for the Company or any applicable Subsidiary to own, lease and operate its or their properties or and to carry on its or their business as it is currently now being conductedconducted (the "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Offer or the Merger or otherwise would not reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, no suspension or cancellation of any of the Permits, is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Offer or the Merger or otherwise would not reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Part II of Section 4.06 of the Disclosure Schedule, neither the Company nor any Subsidiary is in conflict with, in default under, or in breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any Contract to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Offer or the Merger or otherwise would not reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect.