Common use of Compliance with Applicable Laws; Permits Clause in Contracts

Compliance with Applicable Laws; Permits. (a) Since January 1, 2019, the GSRP Entities have at all times been in compliance in all material respects with each Applicable Law. None of the GSRP Entities has received any written notice (or, to the Knowledge of GSRP, other communication) asserting any violation by the GSRP Entities of any Applicable Law. (b) The GSRP Entities are in possession of all material Permits required under Applicable Law for the operation of their respective businesses as currently conducted (“Business Permits”). Each Business Permit is valid and in good standing and is in full force and effect. Since January 1, 2019, the GSRP Entities have been in compliance in all material respects with the terms and requirements of each Business Permit. There are no proceedings pending or, to the Knowledge of GSRP, threatened, regarding (i) any actual or alleged violation of or failure to comply with any term or requirement of any Business Permit or (ii) any actual or potential withdrawal, suspension, cancellation, termination, modification or revocation of any Business Permit. (c) The operations of GSRP and its Subsidiaries are being conducted in compliance in all material respects with applicable financial recordkeeping, reporting and other requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, any applicable order or regulation issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury, and all other applicable anti-money laundering or anti-terrorist-financing statutes, rules or regulations of any jurisdictions, and no action or proceeding by or before any Governmental Authority alleging violations of anti-money laundering statutes or anti-terrorist financing statutes by GSRP or any of its Subsidiaries is pending or, to the Knowledge of GSRP, threatened. None of GSRP or any of its Subsidiaries, nor, to the Knowledge of GSRP, any of their respective directors, officers, agents, employees or any other Persons acting on behalf of GSRP or any of its Subsidiaries has (i) violated the U.S. Foreign Corrupt Practices Act of 1977 or any similar foreign or state legal requirement, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated, or operated in a manner that does not comply with, any export restrictions, anti-terrorism law or regulation, anti-boycott regulations or embargo regulations.

Compliance with Applicable Laws; Permits. (ai) Since January 1December 31, 20192013, the GSRP Entities have at all times been in compliance in all material respects with each Applicable Law. None of the GSRP Entities Company and its Subsidiaries has received any written notice materially complied with, is in material compliance with, and has operated its business and maintained its assets in material compliance with, all Applicable Laws (or, to including the Communications Laws). (ii) To the Knowledge of GSRPthe Company, other communication) asserting any violation no investigation or review by the GSRP Entities of any Applicable Law. (b) The GSRP Entities are in possession of all material Permits required under Applicable Law for the operation of their respective businesses as currently conducted (“Business Permits”). Each Business Permit is valid and in good standing and is in full force and effect. Since January 1, 2019, the GSRP Entities have been in compliance in all material respects with the terms and requirements of each Business Permit. There are no proceedings pending or, to the Knowledge of GSRP, threatened, regarding (i) any actual or alleged violation of or failure to comply with any term or requirement of any Business Permit or (ii) any actual or potential withdrawal, suspension, cancellation, termination, modification or revocation of any Business Permit. (c) The operations of GSRP and its Subsidiaries are being conducted in compliance in all material respects with applicable financial recordkeeping, reporting and other requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, any applicable order or regulation issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury, and all other applicable anti-money laundering or anti-terrorist-financing statutes, rules or regulations of any jurisdictions, and no action or proceeding by or before any Governmental Authority alleging violations of anti-money laundering statutes or anti-terrorist financing statutes by GSRP with respect to the Company or any of its Subsidiaries is pending or threatened. (iii) Each of the Company and its Subsidiaries holds all material permits, licenses, variances, exemptions, orders, franchises and approvals of all Governmental Authorities necessary for the lawful conduct of its business, including any material FCC Licenses and PUC Licenses (the “Company Permits”). The Company and its Subsidiaries are in material compliance with the terms of the Company Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Company Permit is pending or, to the Knowledge of GSRPthe Company, threatened. None No Company Permit is held in the name of GSRP any employee, officer, director, stockholder, agent, Person or otherwise on behalf of the Company. (iv) Set forth on Disclosure Schedule 3.1(g)(iv) are (a) all approvals, authorizations, certificates, registrations and licenses relating to the business or the Company that have been issued by the FCC (the “FCC Licenses”) and (b) all approvals, authorizations, certificates, registrations and licenses relating to the Business or the Company that have been issued by the state public service, public utility and similar state regulatory commissions or similar state regulatory bodies (the “PUCs”) and any local Governmental Authority, if any (the “PUC Licenses” and collectively with the FCC Licenses, the “Telecommunications Licenses”). Neither the Company nor any of its Subsidiaries offers or provides services under the Network or owns Network Fiber and Network Equipment within the United States other than pursuant to the Telecommunications Licenses, except to the extent that such services or ownership are not regulated by the FCC or any state PUC. (v) All Telecommunications Licenses are held by the Company or its Subsidiaries. The Company or its Subsidiaries hold all material approvals, norauthorizations, certificates, registrations and licenses, including all FCC Licenses and PUC Licenses, and all other material regulatory permits, approvals, licenses and other authorizations, including franchises, ordinances and other agreements granting access to public rights of way, issued or granted to the Company by the FCC, a PUC or other federal, state or local Governmental Authority regulating competition and telecommunications businesses and facilities that are required for the Company to conduct the Business as currently conducted or to own the Network. Each Telecommunications License is valid and in full force and effect in accordance with its terms and has not been suspended, revoked, cancelled, terminated or adversely modified and there is no outstanding notice of suspension, revocation, cancellation, termination or modification or, to the Knowledge of GSRPthe Company, any threatened suspension, revocation, cancellation, termination or modification in connection therewith. None of their respective directorsthe Telecommunications Licenses is subject to any pending regulatory proceeding (other than those affecting the telecommunications industry generally) or judicial review before a Governmental Authority. To the Knowledge of the Company, officersthere has occurred no event, agents, employees condition or any circumstance (other Persons acting on behalf of GSRP or any of its Subsidiaries has (i) violated than those affecting the U.S. Foreign Corrupt Practices Act of 1977 or any similar foreign or state legal requirement, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated, or operated in a manner that does not comply with, any export restrictions, anti-terrorism law or regulation, anti-boycott regulations or embargo regulations.telecommunications

Compliance with Applicable Laws; Permits. (a) Since The Company and its Subsidiaries are and since January 1, 20192007, the GSRP Entities have at all times been in possession and operating in material compliance with all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority material to the Company or any of its Subsidiaries in all material respects with each Applicable Lawthe ownership, lease or operation of its properties or the operation of its business as it is now being conducted (the “Company Permits”). None As of the GSRP Entities has received date of this Agreement, no suspension or cancellation of any written notice (of the Company Permits is pending or, to the Knowledge knowledge of GSRPthe Company, other communicationthreatened. Neither the Company nor any of its Subsidiaries has been in violation of (i) asserting any violation by the GSRP Entities of Company Permits or (ii) any Applicable Law, including any consumer protection, equal opportunity, customs, export control, foreign trade, foreign corrupt practices (including the Foreign Corrupt Practices Act), patient confidentiality, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act, the “SSA”), the Australian National Health ▇▇▇ ▇▇▇▇ (Cth) (“NHA”) or the Australian Private Health Insurance ▇▇▇ ▇▇▇▇ (Cth) (“PHIA”), except in the case of clauses (i) or (ii) as would not have a Company Material Adverse Effect. (b) The GSRP Entities are in possession None of all material Permits required under Applicable Law for the operation Company or any of their respective businesses as currently conducted (“Business Permits”). Each Business Permit is valid and in good standing and is in full force and effect. Since January 1, 2019, the GSRP Entities have been in compliance in all material respects with the terms and requirements of each Business Permit. There are no proceedings pending or, to the Knowledge of GSRP, threatened, regarding its Subsidiaries (i) is subject to any actual order or alleged violation of or failure to comply with consent decree from any term or requirement of any Business Permit or Governmental Authority, (ii) has received any actual Form 483s, shutdown or potential withdrawalimport or export prohibition, suspensionwarning letter or untitled letters from the United States Food and Drug Administration (the “FDA”) or the Australian Therapeutic Goods Administration (the “TGA”) or similar correspondence or notices or actions from any other Governmental Authority asserting noncompliance with any Applicable Law, cancellationCompany Permit or other requests or requirements of a Governmental Authority during the last three years or (iii) has received any communication from any Governmental Authority or been notified during the last three (3) years that any product exemption, terminationapproval or clearance or other Company Permit is withdrawn or modified or that such an action is under consideration except, modification in each case, as would not have a Company Material Adverse Effect, and the Company has not received any requests or revocation of requirements to make changes to any Business Permitproduct or proposed product that, if not complied with, would have a Company Material Adverse Effect. (c) The operations clinical tests conducted by or on behalf of GSRP and or sponsored by the Company or its Subsidiaries or in which the Company or its products or product candidates or its Subsidiaries or its Subsidiaries’ products or product candidates have participated were and, if still pending, are being conducted in compliance in all material respects respect in accordance with the relevant clinical trial protocol, generally accepted medical and scientific research procedures and all applicable financial recordkeepinglocal, reporting state, federal and other requirements foreign laws, rules, regulations, including the Federal Food, Drug and Cosmetic Act and its applicable implementing regulations at 21 C.F.R. Parts 50, 54, 56, 58 and 812 and the Declaration of Helsinki. No investigational device exemption filed by or on behalf of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, any applicable order or regulation issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury, and all other applicable anti-money laundering or anti-terrorist-financing statutes, rules or regulations of any jurisdictions, and no action or proceeding by or before any Governmental Authority alleging violations of anti-money laundering statutes or anti-terrorist financing statutes by GSRP Company or any of its Subsidiaries with the FDA has been terminated or suspended by the FDA, and neither the FDA nor any applicable foreign regulatory agency (including the TGA) has commenced, or, to the knowledge of the Company, threatened to initiate, any action to place a clinical hold order on, or otherwise terminate, delay or suspend, any proposed or ongoing clinical investigation conducted or proposed to be conducted by or on behalf of the Company or its Subsidiaries. (d) All applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection with any and all requests for a Company Permit from a Governmental Authority relating to the Company and its Subsidiaries, its business and the Company and its Subsidiaries products and proposed products, when submitted to the FDA or other Governmental Authority (including the TGA) were true, complete and correct in all material respects as of the date of submission and any necessary or required updates, changes, corrections or modification to such applications, submissions, information and data have been submitted to the FDA or other Governmental Authority (including the TGA). (e) Neither the Company nor any of its Subsidiaries is the subject of any pending or, to the Knowledge knowledge of GSRPthe Company, threatenedthreatened investigation in respect of the Company or Company products or proposed products, by the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56 Fed. None of GSRP or Reg. 46191 (September 10 1991) and any of its Subsidiaries, nor, to the Knowledge of GSRP, any of their respective directors, officers, agents, employees or any other Persons acting on behalf of GSRP or any of its Subsidiaries has (i) violated the U.S. Foreign Corrupt Practices Act of 1977 or any similar foreign or state legal requirement, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated, or operated in a manner that does not comply with, any export restrictions, anti-terrorism law or regulation, anti-boycott regulations or embargo regulationsamendments thereto.

Compliance with Applicable Laws; Permits. (a) Since January 1, 2019, the GSRP Entities have at all times been in compliance in all material respects with each Applicable Law. None Each of the GSRP Entities Selling Parties, in their conduct of the Business, has complied with applicable federal, state and local laws and the rules and regulations of all Governmental Authorities having authority over them, including, without limitation, agencies concerned with occupational safety, environmental protection, employment practices, Fraud and Abuse Laws and Medicare and Medicaid requirements applicable to the Selling Parties’ billing procedures (except denials of claims in the ordinary course of business). No Selling Party has received any written notice (or, to the Knowledge of GSRP, other communication) asserting any Clearview’s violation by the GSRP Entities of any Applicable Law. such rules or regulations, whether corrected or not, within the last five (5) years. Clearview is eligible to receive payment under Titles XVIII and XIX of the Social Security Act. Clearview has timely and accurately filed all requisite reports, returns, data, and other information required by all Governmental Authorities which control, directly or indirectly, any of Clearview’s activities to be filed with any commissions, boards, bureaus, and agencies and has paid all sums heretofore due with respect to such reports and returns. No such report or return has been inaccurate, incomplete or misleading. Clearview has timely and accurately filed all requisite reimbursable claims and other reports required to be filed or otherwise filed in connection with all state and federal Medicare and Medicaid programs in which Clearview participates that are due on or before the Closing Date or which relate to services provided on or before the Closing Date, and Clearview has not billed for any services that were not provided at the Facility. There are no claims pending, threatened or scheduled before any authority, including, without limitation, any intermediary, carrier, or other state or federal agency with respect to any Medicare and Medicaid claim filed by Clearview on or before the Closing Date, or program compliance matters. Except for routinely scheduled Medicare and Medicaid program participation and certification surveys pursuant to Clearview’s Medicare and Medicaid contracts and filings, no valid program integrity review related to Clearview has been conducted by any authority in connection with the Medicare or Medicaid programs and no such review is scheduled, pending, or to any Selling Party’s knowledge, threatened against or affecting Clearview, the Business, the Facility, or the consummation of the transactions contemplated hereby. (b) The GSRP Entities are in possession Clearview holds all the permits, licenses, certificates of all need and other approvals of Governmental Authorities necessary or material Permits required under Applicable Law for the current conduct, ownership, use, occupancy and operation of their respective businesses as currently conducted the Business and the Leased Real Property, including, without limitation, those identified on Schedule 4.12(b) (“Business Permits”). Each Business Permit Clearview is valid and in good standing and is compliance with such Permits, all of which are in full force and effect. Since January 1, 2019, the GSRP Entities have been in compliance in all material respects with the terms and requirements of each Business Permit. There are no proceedings pending or, Clearview has not received any notices (written or oral) to the Knowledge contrary. All of GSRPthe Permits are in good standing, threatened, regarding (i) any actual or alleged violation of or failure and to comply with any term or requirement the knowledge of any Business Permit or (ii) any actual or potential withdrawalSelling Party, no suspension, cancellation, termination, modification cancellation or revocation of any Business Permit. (c) The operations of GSRP and its Subsidiaries are being conducted in compliance in all material respects with applicable financial recordkeeping, reporting and other requirements of adverse action is threatened against the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, any applicable order or regulation issued by the Office of Foreign Assets Control of the U.S. Department of the TreasuryPermits, and all other applicable anti-money laundering or anti-terrorist-financing statutes, rules or regulations of there is no basis for believing that any jurisdictions, and no action or proceeding by or before any Governmental Authority alleging violations of anti-money laundering statutes or anti-terrorist financing statutes by GSRP or any of its Subsidiaries is pending or, to the Knowledge of GSRP, threatenedPermits will not be renewed upon expiration. None of GSRP or any of its Subsidiaries, nor, to the Knowledge of GSRP, any of their respective directors, officers, agents, employees or any other Persons acting on behalf of GSRP or any of its Subsidiaries has (i) violated the U.S. Foreign Corrupt Practices Act of 1977 or any similar foreign or state legal requirement, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated, or operated in a manner that does not comply with, any export restrictions, anti-terrorism law or regulation, anti-boycott regulations or embargo regulations.8

Compliance with Applicable Laws; Permits. (a) Other than with respect to any Excluded Ag Asset or Retained Ag Liabilities, Descartes is not, and at no time since January 1, 2014 has been, in material violation of any Law applicable to the conduct of the Ag Business. As of the date of this Agreement, none of Descartes or its Subsidiaries (each in respect of the Ag Business) has, since January 1, 2014, received any written notification from any Governmental Entity that it is subject to any outstanding injunction, writ, Judgment, order or decree or asserting that Descartes is not in compliance with any Law, Permit or Judgment applicable to the Ag Business except as would not be material to the Ag Business. (b) Since January 1, 20192012, the GSRP Entities have at all times been in compliance in all material respects with each Applicable Law. None none of the GSRP Entities has received any written notice (orDescartes or its Subsidiaries, or to the Knowledge of GSRPDescartes, any director, officer, employee, agent or other communication) asserting person acting on behalf of Descartes or any of its Subsidiaries has, directly or indirectly, violated or is in violation by the GSRP Entities of, or is aware of any Applicable Law. (b) The GSRP Entities are action taken that would result in possession of all material Permits required under Applicable Law for the operation of their respective businesses as currently conducted (“Business Permits”). Each Business Permit is valid and in good standing and is in full force and effect. Since January 1, 2019a violation of, the GSRP Entities have been in compliance in all material respects with the terms and requirements of each Business Permit. There are no proceedings pending or, to the Knowledge of GSRP, threatened, regarding (i) any actual or alleged violation of or failure to comply with any term or requirement of any Business Permit or (ii) any actual or potential withdrawal, suspension, cancellation, termination, modification or revocation of any Business Permit. (c) The operations of GSRP and its Subsidiaries are being conducted in compliance in all material respects with applicable financial recordkeeping, reporting and other requirements of the Currency and Foreign Transactions Reporting Corrupt Practices Act of 19701977, as amended, and the United rules and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism regulations thereunder, the UK Bribery Act of 20012010 or its predecessor laws, or any applicable order or regulation issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury, and all other applicable analogous anti-money laundering corruption Law (collectively, the “Anti-Corruption Laws”), nor, except as would not constitute an Ag Business Material Adverse Effect, (i) used any funds of Descartes or anti-terrorist-financing statutesany of its Subsidiaries for unlawful contributions, rules unlawful gifts, unlawful entertainment or regulations other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Descartes or any jurisdictionsof its Subsidiaries; (iii) established or maintained any unlawful fund of monies or other assets of Descartes or any of its Subsidiaries; (iv) made any fraudulent entry on the books or records of Descartes or any of its Subsidiaries; (v) made any unlawful bribe, and no action unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for Descartes or any of its Subsidiaries or to influence any act or decision of a foreign government official or other person; or (vi) engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods or services to or for the benefit of, provided any payments or material assistance to, or otherwise engage in or facilitated any transactions with a Prohibited Person. No proceeding by or before any Governmental Authority alleging violations Entity involving Descartes, any Subsidiary of anti-money laundering statutes Descartes or anti-terrorist financing statutes by GSRP any Affiliate of Descartes, or any of its Subsidiaries their directors, officers, employees, agents or other persons acting on their behalf, with respect to 1414958.12A-NYCSR03A - MSW any Anti-Corruption Law is pending or, to the Knowledge knowledge of GSRPDescartes, threatened, nor have any disclosures been submitted to any Governmental Entity with respect to violations of any Anti-Corruption Law by any such Person. None This Section 3.14(b) applies solely to activities undertaken in connection with the Ag Business and the Acquired Ag Assets. (c) Other than with respect to any Excluded Ag Asset or Retained Ag Liabilities, Descartes and/or the Ag Business hold all Permits and Environmental Permits primarily related to, or primarily used or primarily held for use in connection with, the Ag Business as presently conducted (the “Ag Business Permits”). All Ag Business Permits have been duly obtained and are valid and in full force and effect and are listed on Section 3.14(c) of GSRP or any of its Subsidiaries, nor, to the Knowledge of GSRP, any of their respective directors, officers, agents, employees or any other Persons acting on behalf of GSRP or any of Descartes Disclosure Schedule. Descartes and its Subsidiaries has (in respect of the Ag Business) (i) violated are in compliance with the U.S. Foreign Corrupt Practices Act terms of 1977 or any similar foreign or state legal requirement, the Ag Business Permits and (ii) paidhave not received written notice from any Governmental Entity within the twelve (12) months preceding the date of this Agreement indicating that any Ag Business Permit (A) will not be renewed or continued, accepted or received any unlawful contributions, payments, expenditures or gifts, (B) will be terminated or (iiiC) violatedrequiring that additional information be provided to prevent the results in the preceding subsections (ii)(A) and (ii)(B) of this Section 3.14(c) from occurring (which requirement has not been waived by such Governmental Entity or satisfied) except, in the case of each of clause (i) and clause (ii), as would not constitute an Ag Business Material Adverse Effect. From and after the Closing Date, Descartes and its Affiliates shall not initiate or operated in a manner that prosecute, directly or indirectly, any Proceedings challenging the Ag Business Permits to the extent relating to the operation of the Ag Business. (d) This Section 3.14 does not comply withrelate to matters with respect to Taxes, any export restrictionsAg Benefit Plans or, anti-terrorism law or regulationexcept for Section 3.14(c) with respect to Ag Business Environmental Permits, anti-boycott regulations or embargo regulationsEnvironmental Laws, such items being exclusively governed by Sections 3.16, 3.17 and 3.15, respectively.

Compliance with Applicable Laws; Permits. (a) Since January 1Each Purchased Entity and, 2019as far as the Specified Marketing Authorizations are concerned, the GSRP Entities have at all times been Swiss Seller Entity, has, in the last five (5) years, carried out its business and dealt with its assets in compliance with all applicable Laws in all material respects with each Applicable Lawrespects. The Purchased Entities have not (i) made an untrue statement of a material fact or fraudulent statement to the United States Food and Drug Administration (the “FDA”) or any other comparable Governmental Entity, or (ii) failed to disclose a material fact required to be disclosed to the FDA or any other comparable Governmental Entity. (b) None of the GSRP Purchased Entities has received any written notice (or, as far as the Specified Marketing Authorizations are concerned, the Swiss Seller Entity or, to the Knowledge of GSRPSeller, other communication) asserting any of their respective officers or directors, has made or accepted any gift, bribe, payoff or kickback to or from any Person in violation by the GSRP Entities of any Applicable Lawapplicable Law relating to anti-bribery or anti-corruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed on December 17, 1997. (bc) The GSRP Purchased Entities hold, are in lawful possession of of, and have maintained in good standing all material Permits required under Applicable Law to conduct the Business as presently conducted and as required by applicable Laws, including the marketing authorizations listed in Section 3.13(c) of the Seller Disclosure Schedules (except for the operation of their respective businesses as currently conducted Specified Marketing Authorizations, which are held by the Swiss Seller Entity) (collectively, and including the Specified Marketing Authorizations, the “Business Permits”). Each Business Permit The information contained in Section 3.13(c) of the Seller Disclosure Schedules is valid true, accurate and complete in good standing and is in full force and effectall material respects. Since January 1The Purchased Entities and, 2019as far as the Specified Marketing Authorizations are concerned, the GSRP Swiss Seller Entity are in compliance with the terms of the Business Permits in all material respects. All reports, documents, claims and notices required to be filed, maintained or furnished to the FDA or comparable Governmental Entity by the Purchased Entities with respect to the Business Permits and Business Products have been in compliance so filed, maintained or furnished and were complete and correct in all material respects with on the terms and requirements of each Business Permitdate filed (or were corrected in or supplemented by a subsequent filing). There are no proceedings pending or, to To the Knowledge of GSRPSeller, threatenedin the last five (5) years, regarding (i) any actual none of the Business Permits has been challenged or alleged violation of or failure to comply with any term or requirement disputed, and no Purchased Entity or, as far as the Specified Marketing Authorizations are concerned, the Swiss Seller Entity has received written notice that it is in breach of any Business Permit issued or granted to it and/or that any such Business Permit will be (iior is likely to be) any actual terminated, violated, varied, suspended, revoked or potential withdrawalmaterially amended. (d) To the Knowledge of Seller, there are no administrative proceedings, investigations, or inquiries initiated or pending to be resolved and no claim or sanctioning procedure based on the possible breach of the Business Permits that would reasonably be expected to lead to their revocation, cancellation, suspension, cancellation, termination, modification or revocation of any Business Permitadverse amendment. (ce) The operations To Knowledge of GSRP Seller, there is no, and its Subsidiaries are being conducted there has not been in compliance in all material respects with applicable financial recordkeeping, reporting and other requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001last five (5) years, any governmental or competent industry association inquiry or investigation (including under applicable order industry codes) or regulation issued any actual Proceeding initiated by the Office any Governmental Entity or competent industry association, or any internal investigation, relating to any violation of Foreign Assets Control of the U.S. Department of the Treasury, and all other applicable anti-corruption, fraud, falsification of documents, money laundering or anti-terrorist-financing statuteslaundering, rules or regulations of any jurisdictionsantitrust, exports and no action or proceeding customs Laws by or before any Governmental Authority alleging violations of anti-money laundering statutes or anti-terrorist financing statutes by GSRP the Purchased Entities or, as far as the Specified Marketing Authorizations are concerned, the Swiss Seller Entity, or any of its Subsidiaries is pending their respective directors, officers or employees. (f) No grant, loan subsidy and/or financial aid has been awarded in the last five (5) years to any Purchased Entity by any Governmental Entity. (g) During the last five (5) years, none of the Purchased Entities or, to as far as the Knowledge of GSRPSpecified Marketing Authorizations are concerned, threatened. None of GSRP or any of its Subsidiariesthe Swiss Seller Entity, nor, to the Knowledge of GSRPSeller, any of their respective directors, officers, agents, officers or employees or any other Persons acting on behalf of GSRP or any of its Subsidiaries has (i) violated has been or is currently suspended, excluded or debarred from contracting with the U.S. Foreign Corrupt Practices Act of 1977 federal or any similar foreign state government or state legal requirementfrom participating in any U.S. federal healthcare program, including under 42 U.S.C. § 1320a-7 or relevant regulations in 42 C.F.R. Part 1001; (ii) paid, accepted has been or received any unlawful contributions, payments, expenditures is assessed or gifts, threatened in writing with or is currently subject to an assessment of civil monetary penalties pursuant to 42 C.F.R. Part 1003; (iii) violatedhas been convicted of a criminal offense related to the provision of healthcare items or services; or (iv) has been, is subject to or is threatened with or currently subject to an investigation or proceeding by any U.S. Governmental Entity that could result in such suspension, exclusion, or operated debarment. The Purchased Entities are not a party to any corporate integrity agreements, monitoring agreements, consent decrees or settlements orders, or other similar written agreements, in a manner each case, entered into with or imposed by any Governmental Authority and related to the Business Products. (h) During the last five (5) years, the Purchased Entities or, as far as the Specified Marketing Authorizations are concerned, the Swiss Seller Entity have not received any Form FDA-483, warning letter, written notice of inspectional observation or violation, “untitled” letter, written notice of action for import or export prohibition, detention, or refusal, or other written correspondence or notice from the FDA or from any comparable Governmental Entity, alleging or asserting material noncompliance with applicable Laws. The Purchased Entities have made available to Purchaser through the VDR Storage Device copies of all complaints and notices of alleged defect or adverse reaction with respect to the Business Products that does not comply with, any export restrictions, anti-terrorism law or regulation, anti-boycott regulations or embargo regulationshave been received in writing by the Purchased Entities during the last five (5) years.

Compliance with Applicable Laws; Permits. (a) Since January 1, 2019, the GSRP Entities have at all times been Each Group Company has conducted its business in compliance with all applicable laws in all material respects respects, including, without limitation, any and all applicable laws with each Applicable Lawrespect to internet news, advertising, internet audio-visual program transmission, labor and social insurance, and foreign exchange. None The Group Companies have all Permits (as defined below), and have made all filings and registrations with, any Governmental Authority that are required in order to comply with, in all material respects, all laws applicable to their businesses as presently conducted. All such Permits, filings and registrations are in full force and effect, and no Group Company is in default under any of the GSRP Entities has received any written notice (orsuch Permits, filings and registrations, and to the Knowledge of GSRPBorrower’s knowledge, other communication) asserting any violation by the GSRP Entities no suspension or cancellation of any Applicable Lawof them is threatened. (b) The GSRP Entities are in possession of all material Permits required under Applicable Law for the operation of their respective businesses as currently conducted (“Business Permits”). Each Business Permit is valid There has not been, and in good standing and is in full force and effect. Since January 1, 2019, the GSRP Entities have been in compliance in all material respects with the terms and requirements of each Business Permit. There are no proceedings pending or, to the Knowledge knowledge of GSRPthe Borrower, threatenedthere is not pending, regarding (i) any actual material investigation by any Governmental Authority, including the SEC, involving the Borrower or alleged violation any current or former director or officer of the Borrower. The SEC has not issued any stop order or failure to comply with any term or requirement other order suspending the effectiveness of any Business Permit registration statement filed by any Group Company under the Securities Act or (ii) any actual or potential withdrawal, suspension, cancellation, termination, modification or revocation of any Business Permitthe Exchange Act. (c) The operations of GSRP and its Subsidiaries are being conducted Saved as disclosed in compliance the section headed “Risk Factors” in all material respects the registration statement on form F-1 first filed with applicable financial recordkeepingthe SEC on August 17, reporting and other requirements of the Currency and Foreign Transactions Reporting Act of 19702018, as amended, each holder or beneficial owner of Ordinary Shares who is a domestic resident (as set forth in SAFE Circular 37) and subject to any of the United registration or reporting requirements of SAFE Circular 37 or any other applicable SAFE rules and Strengthening America by Providing Appropriate Tools Required regulations (collectively, the “SAFE Regulations”), has complied with such reporting, registration, subsequent registration-amendment requirements and other procedures under the SAFE Regulations with respect to Intercept its investment in the Borrower. None of the Group Companies is currently prohibited, directly or indirectly, from paying any dividends to the Borrower or from making any other distribution on such Group Company’s capital stock. (d) None of the Group Companies and Obstruct Terrorism Act of 2001their respective directors, officers, employees, representatives, agents or Affiliates has conducted or entered into a contract to conduct any applicable order transaction with the governments or regulation issued any sub-division thereof, agents or representatives, residents of, or any entity based or resident in the countries that are currently, or at the time such transaction was conducted or such contract entered into were, subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Department Treasury Department, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the TreasuryUnited Kingdom (collectively, “Sanctions”); and none of the Group Companies has financed the activities of any person currently subject to any Sanctions. The Borrower will not directly or indirectly use the proceeds from the Loan, or lend, contribute or otherwise make available such proceeds to any subsidiary, Affiliate, joint venture partner or other person or entity for the purpose of financing the activities of any person currently subject to any Sanctions. (e) None of the Group Companies and their respective directors, officers, employees, representatives, agents or affiliates has violated, and the Borrower’s participation in the transaction contemplated hereby will not violate, any Anti-Money Laundering Laws (as defined below). As used herein, “Anti-Money Laundering Laws” means all other applicable laws regarding anti-money laundering, including, without limitation, Title 18 U.S. Code sections 1956 and 1957, the USA Patriot Act, the Bank Secrecy Act, and international anti-money laundering principals or anti-terrorist-financing statutesprocedures published by an intergovernmental group or organization, rules such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or regulations organization continues to concur, in each case as amended, and any executive order, directive, or regulation pursuant to the authority of any jurisdictionsof the foregoing, and or any orders or licenses issued thereunder. There is no action action, suit or proceeding by or before any Governmental Authority alleging violations of anti-money laundering statutes court or anti-terrorist financing statutes by GSRP governmental agency, authority or body or any of its Subsidiaries arbitrator involving any Group Company with respect to Anti-Money Laundering Laws that is pending or, to the Knowledge knowledge of GSRPthe Borrower, threatened. None of GSRP or any of its Subsidiaries, nor, to the Knowledge of GSRP, any of their respective directors, officers, agents, employees or any other Persons acting on behalf of GSRP or any of its Subsidiaries has (i) violated the U.S. Foreign Corrupt Practices Act of 1977 or any similar foreign or state legal requirement, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated, or operated in a manner that does not comply with, any export restrictions, anti-terrorism law or regulation, anti-boycott regulations or embargo regulations.

Compliance with Applicable Laws; Permits. (a) Since January 1Each of Seller and Members, 2019in their conduct of the Business through the Closing Date, have complied, in all material respects, with applicable federal, state and local laws and the rules and regulations of all Governmental Authorities having authority over them, including, without limitation, agencies concerned with occupational safety, environmental protection, employment practices, Fraud and Abuse Laws and Medicare and Medicaid requirements applicable to the Members’ and Seller's billing procedures (except denials of claims in the ordinary course of business). Neither Seller nor any Member has received any written notice of Seller’s violation of any such rules or regulations, whether corrected or not, within the last five (5) years. Seller is eligible to receive payment under Titles XVIII and XIX of the Social Security Act. Seller has timely and accurately filed all requisite reports, returns, data, and other information required by all Governmental Authorities which control, directly or indirectly, any of Seller’s activities to be filed with any commissions, boards, bureaus, and agencies and has paid all sums heretofore due with respect to such reports and returns. No such report or return has been inaccurate, incomplete or misleading in any material respect. Seller has timely and accurately filed all requisite reimbursable claims and other reports required to be filed or otherwise filed in connection with all state and federal Medicare and Medicaid programs in which Seller participates that are due on or before the Closing Date or which relate to services provided on or before the Closing Date, and Seller has not billed for any services that were not provided at the Facility. There are no claims scheduled, pending or, to Seller’s knowledge, threatened before any authority, including without limitation any intermediary, carrier, or other state or federal agency with respect to any Medicare and Medicaid claim filed by Seller on or before the Closing Date, or program compliance matters. Except for routinely scheduled Medicare and Medicaid program participation and certification surveys pursuant to Seller’s Medicare and Medicaid contracts and filings, no valid program integrity review related to Seller has been conducted by any authority in connection with the Medicare or Medicaid programs and no such review is scheduled, pending, or to Seller’s knowledge, threatened against or affecting Seller, the GSRP Entities have at Business, the Facility, or the consummation of the transactions contemplated hereby. (b) Seller holds all times been the permits, licenses, certificates of need and other approvals of Governmental Authorities necessary or material for the current conduct, ownership, use, occupancy and operation of the Business and the 2▇▇▇ ▇▇▇▇▇▇ Real Property, including, without limitation, those identified on Schedule 4.12(b) (“Permits”). Seller is in compliance in all material respects with each Applicable Law. None such Permits, all of the GSRP Entities has received any written notice (or, to the Knowledge of GSRP, other communication) asserting any violation by the GSRP Entities of any Applicable Law. (b) The GSRP Entities which are in possession of all material Permits required under Applicable Law for the operation of their respective businesses as currently conducted (“Business Permits”). Each Business Permit is valid and in good standing and is in full force and effect. Since January 1, 2019, the GSRP Entities have been in compliance in all material respects with the terms and requirements of each Business Permit. There are no proceedings pending or, Seller has not received any written notices to the Knowledge contrary. All of GSRPthe Permits are in good standing, threatenedand to Seller’s knowledge, regarding (i) any actual or alleged violation of or failure to comply with any term or requirement of any Business Permit or (ii) any actual or potential withdrawal, no suspension, cancellationcancellation or adverse action is threatened against the Permits, termination, modification or revocation of and there is no reasonable basis for believing that any Business PermitPermits will not be renewed upon expiration. (c) The operations Seller and Members are not in violation of GSRP and its Subsidiaries are being conducted in compliance in all material respects with applicable financial recordkeeping, reporting and other requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, any applicable order fraud and abuse laws including, without limitation, 18 U.S.C. §201 (bribery of public officials); 18 U.S.C. §286 (conspiracy to defraud government with respect to claims); 18 U.S.C. §287 (false, fictitious or regulation issued by fraudulent claims); 18 U.S.C. §371 (conspiracy to commit offense or to defraud the Office of Foreign Assets Control of the U.S. Department of the Treasurygovernment); 18 U.S.C. §666 (theft or bribery concerning programs receiving federal funds); 42 U.S.C. §1320a-7a (civil monetary penalties); 42 U.S.C. §1320a-7b (criminal penalties); and 42 U.S.C. §1395nn (prohibited referrals), and all other applicable anti-money laundering each as they may be amended or anti-terrorist-financing statutes, rules or regulations of any jurisdictions, and no action or proceeding by or before any Governmental Authority alleging violations of anti-money laundering statutes or anti-terrorist financing statutes by GSRP or any of its Subsidiaries is pending or, renumbered from time to the Knowledge of GSRP, threatened. None of GSRP or any of its Subsidiaries, nor, to the Knowledge of GSRP, any of their respective directors, officers, agents, employees or any other Persons acting on behalf of GSRP or any of its Subsidiaries has (i) violated the U.S. Foreign Corrupt Practices Act of 1977 or any similar foreign or state legal requirement, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated, or operated in a manner that does not comply with, any export restrictions, anti-terrorism law or regulation, anti-boycott regulations or embargo regulationstime.

Compliance with Applicable Laws; Permits. (a) Since January 1, 2019, the GSRP Entities have at all times been in compliance in all material respects with each Applicable Law. None Each of the GSRP Entities Selling Parties, in their conduct of the Business, has complied with applicable federal, state and local laws and the rules and regulations of all Governmental Authorities having authority over them, including, without limitation, agencies concerned with occupational safety, environmental protection, employment practices, Fraud and Abuse Laws and Medicare and Medicaid requirements applicable to the Selling Parties’ billing procedures (except denials of claims in the ordinary course of business). No Selling Party has received any written notice (or, to the Knowledge of GSRP, other communication) asserting any Clearview’s violation by the GSRP Entities of any Applicable Lawsuch rules or regulations, whether corrected or not, within the last five (5) years. Clearview is eligible to receive payment under Titles XVIII and XIX of the Social Security Act. Clearview has timely and accurately filed all requisite reports, returns, data, and other information required by all Governmental Authorities which control, directly or indirectly, any of Clearview’s activities to be filed with any commissions, boards, bureaus, and agencies and has paid all sums heretofore due with respect to such reports and returns. No such report or return has been inaccurate, incomplete or misleading. Clearview has timely and accurately filed all requisite reimbursable claims and other reports required to be filed or otherwise filed in connection with all state and federal Medicare and Medicaid programs in which Clearview participates that are due on or before the Closing Date or which relate to services provided on or before the Closing Date, and Clearview has not billed for any services that were not provided at the Facility. There are no claims pending, threatened or scheduled before any authority, including, without limitation, any intermediary, carrier, or other state or federal agency with respect to any Medicare and Medicaid claim filed by Clearview on or before the Closing Date, or program compliance matters. Except for routinely scheduled Medicare and Medicaid program participation and certification surveys pursuant to Clearview’s Medicare and Medicaid contracts and filings, no valid program integrity review related to Clearview has been conducted by any authority in connection with the Medicare or Medicaid programs and no such review is scheduled, pending, or to any Selling Party’s knowledge, threatened against or affecting Clearview, the Business, the Facility, or the consummation of the transactions contemplated hereby. (b) The GSRP Entities are in possession Clearview holds all the permits, licenses, certificates of all need and other approvals of Governmental Authorities necessary or material Permits required under Applicable Law for the current conduct, ownership, use, occupancy and operation of their respective businesses as currently conducted the Business and the Leased Real Property, including, without limitation, those identified on Schedule 4.12(b) (“Business Permits”). Each Business Permit Clearview is valid and in good standing and is compliance with such Permits, all of which are in full force and effect. Since January 1, 2019, the GSRP Entities have been in compliance in all material respects with the terms and requirements of each Business Permit. There are no proceedings pending or, Clearview has not received any notices (written or oral) to the Knowledge contrary. All of GSRPthe Permits are in good standing, threatened, regarding (i) any actual or alleged violation of or failure and to comply with any term or requirement the knowledge of any Business Permit or (ii) any actual or potential withdrawalSelling Party, no suspension, cancellationcancellation or adverse action is threatened against the Permits, termination, modification or revocation of and there is no basis for believing that any Business PermitPermits will not be renewed upon expiration. (c) The operations Selling Parties are not in violation of GSRP and its Subsidiaries are being conducted in compliance in all material respects with applicable financial recordkeeping, reporting and other requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, any applicable order Fraud and Abuse Laws including, without limitation, 18 U.S.C. §201 (bribery of public officials); 18 U.S.C. §286 (conspiracy to defraud government with respect to claims); 18 U.S.C. §287 (false, fictitious or regulation issued by fraudulent claims); 18 U.S.C. §371 (conspiracy to commit offense or to defraud the Office of Foreign Assets Control of the U.S. Department of the Treasurygovernment); 18 U.S.C. §666 (theft or bribery concerning programs receiving federal funds); 42 U.S.C. §1320a-7a (civil monetary penalties); 42 U.S.C. §1320a-7b (criminal penalties); and 42 U.S.C. §1395nn (prohibited referrals), and all other applicable anti-money laundering each as they may be amended or anti-terrorist-financing statutes, rules or regulations of any jurisdictions, and no action or proceeding by or before any Governmental Authority alleging violations of anti-money laundering statutes or anti-terrorist financing statutes by GSRP or any of its Subsidiaries is pending or, renumbered from time to the Knowledge of GSRP, threatened. None of GSRP or any of its Subsidiaries, nor, to the Knowledge of GSRP, any of their respective directors, officers, agents, employees or any other Persons acting on behalf of GSRP or any of its Subsidiaries has (i) violated the U.S. Foreign Corrupt Practices Act of 1977 or any similar foreign or state legal requirement, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated, or operated in a manner that does not comply with, any export restrictions, anti-terrorism law or regulation, anti-boycott regulations or embargo regulationstime.