Common use of Regulatory Agreements; Permits Clause in Contracts

Regulatory Agreements; Permits. (a) Except as disclosed in Section 3.11(a) of the Seller Disclosure Letter, there are no material written agreements, memoranda of understanding, commitment letters, or Governmental Orders to which Seller or any of its Subsidiaries is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand. (b) Except as disclosed in Section 3.11(b) of the Seller Disclosure Letter, each of Seller, its Subsidiaries, and each employee of the Seller or any of its Subsidiaries who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Seller, or such Subsidiary, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authorities, certificates, consents and approvals necessary to lawfully conduct the Seller’s or such Subsidiaries’ respective business as presently conducted, and to own, lease and operate the Seller’s or such Subsidiaries’ respective assets and properties (collectively, the “Seller Permits”), except for any such permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, certificates and approvals, the failure of which to obtain would not be reasonably expected to result in a Seller Material Adverse Effect. The Seller has made available to the Company true, correct and complete copies of all material Seller Permits. All of the Seller Permits are in full force and effect, and no suspension or cancellation of any of Seller Permits is pending or, to the knowledge of the Seller, threatened. Neither the Seller nor any of its Subsidiaries is in violation in any material respect with the terms of any Seller Permit.

Regulatory Agreements; Permits. (a) Except as disclosed in Section 3.11(a2.11(a) of the Seller PhotoMedex Disclosure Letter, there are no material written agreements, memoranda of understanding, commitment letters, or Governmental Orders cease and desist orders, to which Seller PhotoMedex or any of its Subsidiaries PhotoMedex Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand. (b) Except as disclosed in Section 3.11(b2.11(b) of the Seller PhotoMedex Disclosure Letter, each of SellerPhotoMedex, its the PhotoMedex Subsidiaries, and each employee of the Seller PhotoMedex or any of its Subsidiaries PhotoMedex Subsidiary who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Seller, PhotoMedex or such PhotoMedex Subsidiary, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authorities, certificates, consents and approvals necessary to lawfully conduct the SellerPhotoMedex’s or such the PhotoMedex Subsidiaries’ respective business as presently conducted, and to own, lease and operate the SellerPhotoMedex’s or such the PhotoMedex Subsidiaries’ respective assets and properties (collectively, the “Seller Permits”)properties, except for any such permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, certificates and approvals, the failure of which to obtain obtain, individually or in conjunction with another, would not reasonably be reasonably expected to result in a Seller PhotoMedex Material Adverse EffectEffect (collectively, the “PhotoMedex Permits”). The Seller PhotoMedex has made available to the Company Radiancy true, correct and complete copies of all material Seller PhotoMedex Permits. All of the Seller PhotoMedex Permits are in full force and effect, and no suspension or cancellation of any of Seller PhotoMedex Permits is pending or, to the knowledge of the SellerPhotoMedex’s knowledge, threatened. Neither , except, in each case, where the Seller nor failure of any PhotoMedex Permits to have been in full force and effect, or the suspension or cancellation of any of its PhotoMedex Permits, would not reasonably be expected to result in a PhotoMedex Material Adverse Effect. PhotoMedex and the PhotoMedex Subsidiaries is are not in violation in any material respect with of the terms of any Seller PhotoMedex Permit, except for any violations which would not reasonably be expected to result in a PhotoMedex Material Adverse Effect. (c) To PhotoMedex’s knowledge, no investigation, review or market conduct examination by any Governmental Authority with respect to PhotoMedex or any PhotoMedex Subsidiary is pending or threatened in writing.

Regulatory Agreements; Permits. (a) Except as disclosed in Section 3.11(a) of the Seller Radiancy Disclosure Letter, there are no material written agreements, memoranda of understanding, commitment letters, or Governmental Orders cease and desist orders, to which Seller Radiancy or any of its Subsidiaries Radiancy Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand. (b) Except as disclosed in Section 3.11(b) of the Seller Radiancy Disclosure Letter, each of SellerRadiancy, its the Radiancy Subsidiaries, and each employee of the Seller Radiancy or any of its Subsidiaries Radiancy Subsidiary who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Seller, Radiancy or such Radiancy Subsidiary, hold holds all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authorities, certificates, consents and approvals necessary to lawfully conduct the SellerRadiancy’s or such the Radiancy Subsidiaries’ respective business as presently conducted, and to own, lease and operate the SellerRadiancy’s or such the Radiancy Subsidiaries’ respective assets and properties (collectively, the “Seller Permits”)properties, except for any such permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, certificates and approvals, the failure of which to obtain obtain, individually or in conjunction with another, would not reasonably be reasonably expected to result in a Seller Radiancy Material Adverse EffectEffect (collectively, the “Radiancy Permits”). The Seller Radiancy has made available to the Company PhotoMedex true, correct and complete copies of all material Seller Radiancy Permits. All of the Seller Radiancy Permits are in full force and effect, and no suspension or cancellation of any of Seller Radiancy Permits is pending or, to the knowledge of the SellerRadiancy’s knowledge, threatened. Neither , except, in each case, where the Seller nor failure of any Radiancy Permits to have been in full force and effect, or the suspension or cancellation of any of its Radiancy Permits, would not reasonably be expected to result in a Radiancy Material Adverse Effect. Radiancy and the Radiancy Subsidiaries is are not in violation in any material respect with of the terms of any Seller Radiancy Permit, except for violations which would not reasonably be expected to result in a Radiancy Material Adverse Effect. (c) To Radiancy’s knowledge, no investigation, review or market conduct examination by any Governmental Authority with respect to Radiancy or any Radiancy Subsidiary is pending or threatened in writing.

Regulatory Agreements; Permits. (a) Except as disclosed in Section 3.11(a) of the Seller Disclosure Letter, there There are no material (1) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or Governmental Orders similar undertakings to which Seller the Company or any of its Subsidiaries Company Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand, (2) Orders or directives of or supervisory letters from a Governmental Authority specifically with respect to the Company or any Company Subsidiary, or (3) resolutions or policies or procedures adopted by the Company or a Company Subsidiary at the request of a Governmental Authority, that (A) limit in any material respect the ability of the Company or any of the Company Subsidiaries to issue insurance policies, (B) in any manner impose any requirements on the Company or any of the Company Subsidiaries in respect of risk-based capital requirements that materially add to or otherwise materially modify in any respect the risk-based capital requirements imposed under applicable Laws, (C) require the Company or any of its affiliates to make capital contributions, purchase surplus notes or make loans to a Company Subsidiary, or (D) in any manner relate to the ability of the Company or any of the Company Subsidiaries to pay dividends or otherwise materially restrict the conduct of business of the Company or any of the Company Subsidiaries in any respect. (b) Except as disclosed in Section 3.11(b) of The Company and the Seller Disclosure Letter, each of Seller, its Subsidiaries, and each employee of the Seller or any of its Company Subsidiaries who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Seller, or such Subsidiary, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authoritiesgovernmental authorizations, certificates, consents and approvals necessary to lawfully conduct the Seller’s or such Subsidiaries’ respective business their businesses as presently conducted and contemplated to be conducted, and to own, lease and operate the Seller’s or such Subsidiaries’ respective their assets and properties (collectively, the “Seller Company Permits”), except for any such permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, certificates and approvals, the failure all of which to obtain would not be reasonably expected to result in a Seller Material Adverse Effect. The Seller has made available to the Company true, correct and complete copies of all material Seller Permits. All of the Seller Permits are in full force and effect, and no suspension or cancellation of any of Seller the Company Permits is pending or, to the knowledge of the SellerCompany, threatened. Neither , except where the Seller nor failure of any Company Permits to have been in full force and effect, or the suspension or cancellation of any of its the Company Permits, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 2.11(b) of the Company Disclosure Schedule sets forth each Company Permit. The Company and the Company Subsidiaries is are not in violation in any material respect with of the terms of any Seller Company Permit. (c) No investigation, review or market conduct examination by any Governmental Authority with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened, nor does the Company have knowledge of any Governmental Authority’s intention to conduct any such investigation or review.

Regulatory Agreements; Permits. (a) Except as disclosed in Section 3.11(a) of the Seller HWGG Disclosure Letter, there are no material written agreements, memoranda of understanding, commitment letters, or Governmental Orders to which Seller HWGG or any of its Subsidiaries HWGG Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand. (b) Except as disclosed in Section 3.11(b) of the Seller HWGG Disclosure Letter, each of SellerHWGG, its the HWGG Subsidiaries, and each employee of the Seller HWGG or any of its Subsidiaries HWGG Subsidiary who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Seller, HWGG or such HWGG Subsidiary, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authorities, certificates, consents and approvals necessary to lawfully conduct the SellerHWGG’s or such the HWGG Subsidiaries’ respective business as presently conducted, and to own, lease and operate the SellerHWGG’s or such the HWGG Subsidiaries’ respective assets and properties (collectively, the “Seller HWGG Permits”), except for any such permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, certificates and approvals, the failure of which to obtain would not be reasonably expected to result in a Seller HWGG Material Adverse Effect. The Seller HWGG has made available to the Company true, correct and complete copies of all material Seller HWGG Permits. All of the Seller HWGG Permits are in full force and effect, and no suspension or cancellation of any of Seller HWGG Permits is pending or, to the knowledge of the SellerHWGG’s knowledge, threatened. Neither the Seller HWGG nor any of its Subsidiaries HWGG Subsidiary is in violation in any material respect with the terms of any Seller HWGG Permit.

Regulatory Agreements; Permits. (a) Except as disclosed in Section 3.11(a) of the Seller Vionmall Disclosure Letter, there are no material written agreements, memoranda of understanding, commitment letters, or Governmental Orders to which Seller Vionmall or any of its Subsidiaries Vionmall Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand. (b) Except as disclosed in Section 3.11(b) of the Seller Vionmall Disclosure Letter, each of SellerVionmall, its the Vionmall Subsidiaries, and each employee of the Seller Vionmall or any of its Subsidiaries Vionmall Subsidiary who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Seller, Vionmall or such Vionmall Subsidiary, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authorities, certificates, consents and approvals necessary to lawfully conduct the SellerVionmall’s or such the Vionmall Subsidiaries’ respective business as presently conducted, and to own, lease and operate the SellerVionmall’s or such the Vionmall Subsidiaries’ respective assets and properties (collectively, the “Seller Vionmall Permits”), except for any such permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, certificates and approvals, the failure of which to obtain would not be reasonably expected to result in a Seller Vionmall Material Adverse Effect. The Seller Vionmall has made available to the Company Parent true, correct and complete copies of all material Seller Vionmall Permits. All of the Seller Vionmall Permits are in full force and effect, and no suspension or cancellation of any of Seller Vionmall Permits is pending or, to the knowledge of the SellerVionmall’s knowledge, threatened. Neither the Seller Vionmall nor any of its Subsidiaries Vionmall Subsidiary is in violation in any material respect with the terms of any Seller Vionmall Permit.