Common use of Governmental Authorizations Clause in Contracts

Governmental Authorizations. (a) Each of the Acquired Corporations holds all material Governmental Authorizations necessary to enable such Acquired Corporation to conduct its business in the manner in which such business is currently conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect in all material respects. Each of the Acquired Corporations is, and has been at all times since April 1, 2011, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none of the Acquired Corporations has received any written notice, or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (iv) any actual or alleged revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Each of Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Corporations holds Companies taken as a whole: (i) the Acquired Companies hold, and since January 1, 2020 have held, all material Governmental Authorizations Authorizations, and have made all filings required under applicable Laws, necessary to enable such the Acquired Corporation Companies to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by such Acquired Corporation, and being conducted; (ii) all such Governmental Authorizations are valid and in full force and effect in all material respects. Each of the or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Corporations Company is, and has been at all times since April January 1, 20112020 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April January 1, 20112020, none of the Acquired Corporations Companies has received any written noticenotice or, or any to the Knowledge of the Company, other communication from any Governmental Body regarding: Entity regarding (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any actual or alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization; Authorization or (ivii) any actual or alleged threatened revocation, withdrawal, suspension, cancellation, cancellation or termination or modification of any material Governmental Authorization. (b) Part 3.14(bSection 3.16(b) of the Company Disclosure Schedule Letter describes the material terms of each pending and outstanding material grant, incentive incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Corporations Companies by any Governmental BodyEntity or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Corporations Companies is in compliance in all material respects with all of the terms and requirements of each such grant, incentive incentive, tax reduction or subsidydeferral arrangement or subsidy identified or required to be identified in Section 3.16(b) of the Company Disclosure Letter, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Part 3.14(bSection 3.16(b) of the Company Disclosure ScheduleLetter.

Governmental Authorizations. (a) Each of the Acquired Corporations holds all material Governmental Authorizations necessary to enable such Acquired Corporation it to conduct its business respective businesses in the manner in which such business is businesses are currently conducted by such Acquired Corporation, and all being conducted. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations is, and has been at all times since April 1, 20112008 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 20112008, none of the Acquired Corporations has received any written noticenotice or, or any to the Knowledge of the Company, other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (ivii) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any product or service. (b) Part 3.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental BodyBody or otherwise. Each of the Acquired Corporations is in full compliance in all material respects with all of the terms and requirements of each such grant, incentive and subsidy identified or subsidyrequired to be identified in Part 3.14(b) of the Disclosure Schedule. Neither the execution, delivery or performance of this AgreementAgreement or the Shareholder Agreements, nor the consummation of the Offer or the Merger Mergers or any of the other Contemplated Transactions, shall does or will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Each of Except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Corporations holds Companies, taken as a whole: (i) the Acquired Companies hold, and since May 1, 2014 have held, all material Governmental Authorizations Authorizations, and have made all filings required under applicable Legal Requirements, necessary to enable such the Acquired Corporation Companies to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by such Acquired Corporation, and being conducted; (ii) all such Governmental Authorizations are valid and in full force and effect in all material respects. Each of the effect; (iii) each Acquired Corporations Company is, and has been at all times since April May 1, 20112014 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April ; and (iv) since May 1, 20112014, none of the Acquired Corporations Companies has received any written noticenotice or, or any to the knowledge of the Company, other communication from any Governmental Body regarding: regarding (iA) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; Authorization or (ivB) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or material modification of any material Governmental Authorization. (b) Part 3.14(b2.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations Companies by any Governmental BodyBody or otherwise. Each Except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole, each of the Acquired Corporations Companies is in full compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidysubsidy identified or required to be identified in Part 2.14(b) of the Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b2.14(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Each of the Acquired Corporations holds The Parent Companies hold all material Governmental Authorizations necessary to enable such Acquired Corporation the Parent Companies to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by being conducted, except where the failure to hold such Acquired Corporation, Governmental Authorizations has not had and all would not reasonably be expected to have a Material Adverse Effect on the Parent Companies. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations Parent Company is, and has been at all times since April 1, 20112001 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance the terms and requirements of any such Governmental Authorizations has not had and would not reasonably be expected to result in a Material Adverse Effect on the Parent Companies. Since April 1, 20112001, none of the Acquired Corporations Parent Companies has received any written notice, notice or any other communication (in writing or otherwise) from any Governmental Body regarding: regarding (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; Authorization or (ivii) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Parent Companies to design, manufacture, offer or sell any of its products. (b) Part 3.14(b) Each of the Disclosure Schedule describes Parent Companies is in full compliance with all of the terms and requirements of each pending and outstanding grant, incentive or and subsidy provided or made available to or for the benefit of any of the Acquired Corporations Parent Companies by any U.S. or foreign Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive Body or subsidyotherwise. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified provided or required made available to be identified in Part 3.14(b) or for the benefit of any of the Disclosure ScheduleParent Companies by any U.S. or foreign Governmental Body or otherwise.

Governmental Authorizations. (a) Each of the The Acquired Corporations holds hold all material Governmental Authorizations necessary to enable such the Acquired Corporation Corporations to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by being conducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired CorporationCorporations. To the best of the Company's knowledge, and all such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations Corporation is, and has been at all times since April 1June 30, 20112000 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since April 1June 30, 20112000, none of the Acquired Corporations has received any written notice, notice or any other communication from any Governmental Body regarding: regarding (ia) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; , or (ivb) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in a writing delivered to the Company or any of its Subsidiaries the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) Part 3.14(b3.15(b) of the Company Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental BodyBody or otherwise. Each of the Acquired Corporations is in full compliance in all material respects with all of the terms and requirements of each such grant, incentive and subsidy identified or subsidyrequired to be identified in Part 3.15(b) of the Company Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b3.15(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Each of the The Acquired Corporations holds Companies hold all material Governmental Authorizations necessary to enable such the Acquired Corporation Companies to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by being conducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporation, and all Companies. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations Company is, and has been at all times since April January 1, 20111999 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies. Since April January 1, 20111999, none of the Acquired Corporations Companies has received any written notice, notice or any other communication from any Governmental Body regarding: regarding (ia) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; , or (ivb) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b2.14(b) of the Company Disclosure Schedule Letter describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations Companies by any U.S. or foreign Governmental BodyBody or otherwise. Each of the Acquired Corporations Companies is in full compliance in all material respects with all of the terms and requirements of each such grant, incentive and subsidy identified or subsidyrequired to be identified in Part 2.14(b) of the Company Disclosure Letter. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b2.14(b) of the Company Disclosure ScheduleLetter.

Governmental Authorizations. (a) Each of the Acquired Corporations holds (i) The Company and its Subsidiaries hold all material Governmental Authorizations necessary to enable such Acquired Corporation them to conduct its business their businesses in the manner in which such business is businesses are currently conducted by such Acquired Corporationbeing conducted, and all except where failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ii) the Governmental Authorizations held by the Company and its Subsidiaries are valid and in full force and effect, except where the failure of such Governmental Authorizations to be valid and in full force and effect would not have or reasonably be expected to have, individually or in all material respects. Each of the aggregate, a Material Adverse Effect; and (iii) the Acquired Corporations is, and has been at all times since April 1, 2011, Entities are in compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where failure to be in compliance would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since April January 1, 2011, none of the no Acquired Corporations Entity has received any written notice, or any other communication notice from any Governmental Body regardingEntity: (iA) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) asserting any material violation of or material failure to comply with any term or requirement of any material Governmental AuthorizationAuthorization held by such Acquired Entity; (B) notifying such Acquired Entity of the revocation or withdrawal of any material Governmental Authorization held by such Acquired Entity; or (ivC) imposing any actual condition, modification or alleged revocationamendment on any Governmental Authorization, withdrawalother than such condition, suspension, cancellation, termination modification or modification amendment that would also be imposed on similarly situated holders of any material such Governmental Authorization. (b) Part 3.14(bSection 2.11(b) of the Company Disclosure Schedule describes identifies all of the Company Communications Licenses as of the date hereof. The Company Communications Licenses are valid and in full force and effect and are not subject to any material conditions, except those conditions that may be contained within the terms of each such Company Communications Licenses. No action by or before any Telecommunications Regulatory Authority is pending and outstanding grant(or, incentive to the Knowledge of the Company, is being threatened) in which the requested remedy is: (i) the revocation, suspension, cancellation, rescission or subsidy provided material modification of, or made available the refusal to renew, any of the Company Communications Licenses; or for (ii) the benefit of imposition on any of the Acquired Corporations Entities of material fines, penalties or forfeitures. The holder of each Company Communications License is in compliance with such Company Communications License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the Communications Act and State Telecommunications Laws, and the payment of all regulatory assessments, fees and contributions, except (i) for exemptions, waivers or similar concessions or allowances and (ii) where such failure of such licensee to be in compliance, fulfill or perform its obligations or pay such assessments, fees or contributions has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Universal Service Administration Company has not initiated any Governmental Body. Each inquiries, audits or other proceedings against any of the Acquired Corporations is in compliance in all material respects with all Entities (and, to the Knowledge of the terms and requirements of each Company, no such grantinquiries, incentive audits or subsidy. Neither other proceedings are being threatened by the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or Universal Service Administration Company against any of the other Contemplated TransactionsAcquired Entities) that would have or reasonably be expected to have, shall (with individually or without notice or lapse of time) give any Person in the right to revokeaggregate, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b) of the Disclosure Schedulea Material Adverse Effect.

Governmental Authorizations. (a) Each of the Acquired Corporations holds all material Governmental Authorizations necessary to enable such Acquired Corporation to conduct its business in the manner in which such business is currently conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect in all material respects. Each of the Acquired Corporations is, and has been at all times since April 1, 20112010, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none None of the Acquired Corporations has received received, since April 1, 2010, any written notice, or to the knowledge of the Company, any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental AuthorizationAuthorizations; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (iv) any actual or alleged revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b3.15(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b3.15(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Each of the Acquired The Brainworks Corporations holds hold all material Governmental Authorizations necessary to enable such Acquired Corporation the Brainworks Corporations to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by such Acquired Corporation, and all being conducted. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations is, and has been at all times since April 1, 2011, Brainworks Corporation is in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1December 31, 20112002, none of the Acquired Brainworks Corporations has received any written notice, notice or any other communication from any Governmental Body regarding: (ia) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; , or (ivb) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination termination; or modification of any material Governmental Authorization. (b) Part 3.14(b) of the Brainworks Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Brainworks Corporations by any U.S. or foreign Governmental BodyBody or otherwise. Each of the Acquired Brainworks Corporations is in full compliance in all material respects with all of the terms and requirements of each such grant, incentive and subsidy identified or subsidyrequired to be identified in Part 3.14(b) of the Brainworks Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify modify, any grant, incentive or subsidy identified or required to be identified in Part 3.14(b) of the Brainworks Disclosure Schedule.

Governmental Authorizations. (a) Each Part 2.15 of the Acquired Corporations holds Company Disclosure Schedule identifies each material Governmental Authorization held by the Company. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all material Governmental Authorizations necessary (i) to enable such Acquired Corporation the Company to conduct its business in the manner in which such its business is currently being conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force the manner in which its business is proposed to be conducted; and effect (ii) to permit the Company to own and use its assets in all material respectsthe manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used. Each of the Acquired Corporations The Company is, and has been at all times since April 1, 2011its inception has been, in compliance in all material respects with the terms and requirements of such the respective Governmental AuthorizationsAuthorizations held by the Company. Since April 1, 2011, none the date of the Acquired Corporations Company’s inception, the Company has not received any written notice, notice or any other communication from any Governmental Body regarding: regarding (iA) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (ivB) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b(i) of The Company and, to the Disclosure Schedule describes the terms of each pending Company’s Knowledge, its Employees are, and outstanding granthave at all times been, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in full compliance in all material respects with all of the terms and requirements of each such grant, incentive Governmental Authorization identified or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation required to be identified in Part 2.15 of the Offer Company Disclosure Schedule; (ii) no event has occurred, and no condition or the Merger or any of the other Contemplated Transactionscircumstance exists, shall that might (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a violation of or a failure to comply with any Person the right to revoke, withdraw, suspend, cancel, terminate term or modify requirement of any grant, incentive or subsidy Governmental Authorization identified or required to be identified in Part 3.14(b) 2.15 of the Company Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.15 of the Company Disclosure Schedule; (iii) the Company has never received, and, to the Knowledge of the Company, no Employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.15 of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Governmental Authorizations. (a) Each of the Acquired Corporations holds all material Governmental Authorizations necessary to enable such Acquired Corporation to conduct its business in the manner in which such business is currently conducted or as currently proposed to be conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect in all material respects. Each of the Acquired Corporations is, and has been at all times since April 1, 2011times, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none None of the Acquired Corporations has received any written notice, or any other communication from any Governmental Body regarding: (i) regarding any asserted failure by it to have obtained any such material Governmental Authorization; (ii) , or any past and unremedied failure to obtain any such material Governmental Authorization; (iii) Authorizations. None of the Acquired Corporations has Knowledge of any circumstances regarding any actual or alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization; , or (iv) any actual or alleged revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b3.15(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b3.15(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Each of the Acquired Corporations holds Schedules 4.14 and 4.22 identify all material Governmental Authorizations necessary to enable such Acquired Corporation that are required under applicable Legal Requirements to conduct its business and operate the Business in the manner currently conducted and to own, operate and use the Purchased Assets in the manner in which such business is they are currently conducted by such Acquired Corporationowned, operated and all used, except for such Governmental Authorizations are valid the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect. Each such Governmental Authorization is valid, subsisting and in full force and effect effect; and no appeals or other Legal Proceedings are pending or, to the knowledge of Seller, threatened with respect to the issuance, terms or conditions of any such Governmental Authorization. Seller is in all material respects. Each of the Acquired Corporations is, compliance with and has been fulfilled and performed its obligations under each such Governmental Authorization. To the knowledge of Seller, no event or condition or state of facts exists (or would exist upon the giving of notice or lapse of time or both) that could constitute a violation, breach or default under any such Governmental Authorization. Except as disclosed on Schedule 4.14, Seller has no knowledge of and has not received, at all times any time since April January 1, 20112001 (or if unresolved, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none of the Acquired Corporations has received at any previous time) any written notice, notice or any other communication from any Governmental Body regarding: or any other person regarding any actual, alleged, possible, or potential (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material violation of or material failure to comply with any term or requirement of any material such Governmental Authorization; , or (ivii) any actual or alleged revocation, withdrawal, non-renewal, suspension, cancellation, termination termination, or modification of any material such Governmental Authorization. (b) Part 3.14(b) . No Legal Proceeding is pending or, to the knowledge of the Disclosure Schedule describes the terms of each pending and outstanding grantSeller, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall (with or without notice or lapse of time) give any Person the right threatened to revoke, withdraw, suspend, cancel, terminate suspend or modify any grant, incentive such Governmental Authorization or subsidy identified or to deny any renewal of any such Governmental Authorization. All applications required to be identified in Part 3.14(b) have been filed for the renewal of any material Governmental Authorization have been duly filed on a timely basis with the Disclosure Scheduleappropriate Governmental Bodies.

Governmental Authorizations. (a) Each of the The Acquired Corporations holds hold all material Governmental Authorizations necessary to enable such the Acquired Corporation Corporations to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by such Acquired Corporation, and all being conducted. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations Corporation is, and has been at all times since April 1December 31, 20112001 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1December 31, 20112001, none of the Acquired Corporations has received any written notice, notice or any other communication from any Governmental Body regarding: (ia) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (ivb) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any product or service. (b) Part 3.14(b2.15(b) of the Disclosure Schedule Letter accurately and completely describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental BodyBody or otherwise. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive and subsidy identified or subsidyrequired to be identified in Part 2.15(b) of the Disclosure Letter. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b2.15(b) of the Disclosure ScheduleLetter.

Governmental Authorizations. (a) Each of the The Acquired Corporations holds hold, to the extent legally required, all material Governmental Authorizations necessary to enable such the Acquired Corporation Corporations to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by such Acquired Corporationbeing conducted. As of the date of this Agreement, and all such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations Corporation is, and has been at all times since April 1, 2011has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations, except for any failure to comply that would not have a Company Material Adverse Effect. Since April January 1, 20112005, none of the Acquired Corporations has received any written noticenotice or, or any to the Knowledge of the Company, other overt communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (iv) regarding any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b2.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding material grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental BodyBody or otherwise. Each of the Acquired Corporations is in full compliance in all material respects with all of the terms and requirements of each such grant, incentive and subsidy identified or subsidyrequired to be identified in Part 2.14(b) of the Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactionstransaction contemplated by this Agreement, shall does or will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b2.14(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Each of the The Acquired Corporations holds hold all material Governmental Authorizations necessary to enable such the Acquired Corporation Corporations to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by being conducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporation, and all Corporations. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations Corporation is, and has been at all times since April 1, 20112001 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance the terms and requirements of any such Governmental Authorizations has not had and would not reasonably be expected to result in a Material Adverse Effect on the Acquired Corporations. Since April 1, 20112001, none of the Acquired Corporations has received any written notice, notice or any other communication (in writing or otherwise) from any Governmental Body regarding: regarding (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; Authorization or (ivii) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its products. (b) Part 3.14(b2.14(b) of the Company Disclosure Schedule describes the terms of lists each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental BodyBody or otherwise. Each of the Acquired Corporations is in full compliance in all material respects with all of the terms and requirements of each such grant, incentive and subsidy identified or subsidyrequired to be identified in Part 2.14(b) of the Company Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b2.15(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Each of Except as would not reasonably be expected to be, individually or in the Acquired Corporations holds aggregate, material to the Inphi Entities, taken as a whole: (i) the Inphi Entities hold, and since January 1, 2016 have held, all material Governmental Authorizations Authorizations, and have made all filings required under applicable Legal Requirements, necessary to enable such Acquired Corporation the Inphi Entities to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by such Acquired Corporation, and being conducted; (ii) all such Governmental Authorizations are valid and in full force and effect in all material respects. Each of the Acquired Corporations effect; and (iii) each Inphi Entity is, and has been at all times since April January 1, 20112016 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April January 1, 20112018, none of the Acquired Corporations Inphi Entities has received any written noticenotice or, or any to the Knowledge of the Company, other communication from any Governmental Body regarding: regarding (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; Authorization or (ivii) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b2.14(b) of the Company Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations Inphi Entities by any Governmental BodyBody or otherwise. Each of the Acquired Corporations Inphi Entities is in full compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidysubsidy identified or required to be identified in Part 2.14(b) of the Company Disclosure Schedule, except where the failure to be in full compliance would not reasonably be expected to be, individually or in the aggregate, material to the Inphi Entities, taken as a whole. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation of the Offer or the Merger Mergers or any of the other Contemplated Transactions, shall Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b2.14(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Each of the The Acquired Corporations holds hold all material Governmental Authorizations necessary to enable such the Acquired Corporation Corporations to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by such Acquired Corporation, and all being conducted. All such Governmental Authorizations are valid and in full force and effect effect, except as would not have and would not reasonably be expected to have or result in all material respectsa Company Material Adverse Effect. Each of the Acquired Corporations Corporation is, and has been at all times since April January 1, 20112003 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April January 1, 20112003, none of the Acquired Corporations has received any written notice, notice or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (ivii) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b2.14(b) of the Company Disclosure Schedule describes the terms provides a complete list of each all pending and outstanding grantgrants, incentive incentives, qualifications and subsidies (collectively, “Grants”) from the Government of the State of Israel or subsidy provided any agency thereof, or from any other Governmental Body, granted to the Acquired Corporations, including Approved Enterprise Status from the Israeli Investment Center of the Israeli Ministry of Industry, Commerce and Labor (the “Investment Center”). The Company has never received any Grant from the Office of the Chief Scientist. The Company has made available to Parent accurate and complete copies of all documents requesting or for evidencing Grants or amendments thereto submitted by the benefit Acquired Corporations and of all letters of approval, and supplements thereto, granted to the Acquired Corporations, as well as all correspondence or written summaries pertaining thereto, and has provided Parent with an accurate and complete description of any unwritten or informal arrangements or understandings that relate to the Grants. None of the Acquired Corporations by have or may have any Governmental Body. Each obligation whatsoever with respect to royalties or other payments relating to, arising out of or in connection with the Grants identified or required to be identified in Part 2.14(b) of the Company Disclosure Schedule. The Acquired Corporations are in material compliance with all of the terms, conditions and requirements of their respective Grants and have duly fulfilled all the undertakings relating thereto. The Company has no knowledge of any intention of the Investment Center to revoke or materially modify any of the Grants or that the Investment Center believes that the Company is not in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidyany Grant. Neither the execution, execution or delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall does, will or would reasonably be expected to (with or without notice or lapse of time) give any Person Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy Grant identified or required to be identified in Part 3.14(b2.14(b) of the Company Disclosure ScheduleSchedule the effect of which would or would reasonably be expected to be material to the Acquired Corporations taken as a whole. None of the Acquired Corporations has developed any Intellectual Property through the application of any financing made available by any of the Grants.

Governmental Authorizations. (a) Each Part 2.15 of the Acquired Corporations holds Disclosure Schedule identifies: each Governmental Authorization that is held by the Company or any of its subsidiaries; and each other Governmental Authorization that, to the best Knowledge of the Company and the Selling Shareholders, is held by any of the employees of the Company or any of its subsidiaries and relates to or is useful in connection with the business of the Company or any of its subsidiaries. The Company has delivered to the Purchaser accurate and complete copies of all material of the Governmental Authorizations necessary to enable such Acquired Corporation to conduct its business identified in Part 2.15 of the manner in which such business is currently conducted by such Acquired CorporationDisclosure Schedule, including all renewals thereof and all such amendments thereto. Each Governmental Authorizations are Authorization identified or required to be identified in Part 2.15 of the Disclosure Schedule is valid and in full force and effect effect. (b) Except as set forth in all material respects. Each Part 2.15 of the Acquired Corporations isDisclosure Schedule: (i) the Company, each of its subsidiaries, and has been their respective employees are, and their employees have at all times since April 1, 2011been, in full compliance in with all material respects with of the terms and requirements of such each Governmental Authorizations. Since April 1, 2011, none Authorization identified or required to be identified in Part 2.15 of the Acquired Corporations has received any written notice, or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; Disclosure Schedule; (ii) any past no event has occurred, and unremedied failure to obtain any such material Governmental Authorization; no condition or circumstance exists, that might (iiiwith or without notice or lapse of time) any material (A) constitute or result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Governmental Authorization; Authorization identified or required to be identified in Part 2.15 of the Disclosure Schedule, or (ivB) any actual result directly or alleged indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy Authorization identified or required to be identified in Part 3.14(b) 2.15 of the Disclosure Schedule; (iii) neither the Company nor any of its subsidiaries has ever received, and, to the best Knowledge of the Selling Shareholders, no employee of the Company or any of its subsidiaries has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.15 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. (c) The Governmental Authorizations identified in Part 2.15 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Company and each of its subsidiaries to conduct its business in the manner in which its business is currently being conducted, and (ii) to permit the Company and each of its subsidiaries to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) Each of the Acquired Corporations holds all material Governmental Authorizations necessary to enable such Acquired Corporation to conduct its business in the manner in which such business is currently conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect in all material respects. Each of the Acquired Corporations is, and has been at all times since April 1, 2011for the past five years, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none None of the Acquired Corporations has received any written notice, or any other communication from any Governmental Body regarding: (i) regarding any asserted failure by it to have obtained any such material Governmental Authorization; (ii) , or any past and unremedied failure to obtain any such material Governmental Authorization; (iii) Authorizations. None of the Acquired Corporations has knowledge of any circumstances regarding any actual or possible material violation of or material failure to comply with any term or requirement of any material Governmental Authorization; , or (iv) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b2.15(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available directly to or for the benefit of any of the Acquired Corporations by any Governmental BodyBody in an amount in excess of $250,000, with continuing obligations or which grants any ownership interest in the Acquired Corporations’ products or assets, or which was granted since January 1, 2011. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any material grant, incentive or subsidy identified or required to be identified in Part 3.14(b2.15(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Each Schedule 3.18 contains a complete and accurate list of each ------------- material approval, consent, license, permit, certification, registration, waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any Government Body pursuant to any Legal Requirement (collectively, the "Governmental Authorizations") that is held by the Company or any of its Subsidiaries or that otherwise relates to the business of, or to any of the Acquired Corporations holds assets owned, leased or used by, the Company or any of its Subsidiaries, including a list of all material hospital licenses, certificates of occupancy, certificates of need, Drug Enforcement Administration registrations, certifications for participation in the Medicare Program or any state Medicaid Program, and other Governmental Authorizations necessary required for the operation of the long-term acute care hospitals currently owned, operated or managed by the Company or a Subsidiary (the "Company Facilities"). Each Governmental Authorization listed or required to enable such Acquired Corporation to conduct its business in the manner in which such business be listed on Schedule 3.18 is currently conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in ------------- full force and effect in all material respectseffect. Each Except as set forth on Schedule 3.18: ------------- (1) The Company and each of the Acquired Corporations its Subsidiaries is, and has been at all times since April 1, 2011its formation has been, in compliance in all material respects with the terms and requirements of such each Governmental Authorizations. Since April 1Authorization identified or required to be identified on Schedule 3.18; ------------- (2) to the Company's knowledge, 2011, none no event has occurred or circumstance exists that may (with or without notice or lapse of the Acquired Corporations has received any written notice, time) (A) constitute or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Governmental Authorization; Authorization listed or required to be listed on Schedule 3.18, or (ivB) any actual result directly or alleged ------------- indirectly in the revocation, withdrawal, suspension, cancellation, termination or nonrenewal of, or any modification to, any Governmental Authorization listed or required to be listed on Schedule 3.18; ------------- (3) neither the Company nor any of its Subsidiaries has received, at any time since its formation, any written notice or, to the Company's knowledge, other communication from any Governmental Body or any other person or entity regarding (A) any actual, alleged, possible, or potential violation of or failure by the Company or any Subsidiary to comply with any term or requirement of any material Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; (4) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed on Schedule 3.18 have been duly filed on a timely basis with the appropriate ------------- Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies; and (5) to the Company's knowledge, there is no reason why any Governmental Authorizations listed or required to be listed on Schedule -------- 3.18 and issued to the Company or one or more of the Subsidiaries will not ---- be reissued or transferred in the ordinary course if required as a result of the execution and consummation of this Agreement. The Governmental Authorizations listed in Schedule 3.18 collectively constitute ------------- all of the Governmental Authorizations necessary to permit the Company and the Subsidiaries to lawfully conduct and operate their businesses (including, without limitation, the operation of each of the Company Facilities) in the manner they currently conduct and operate such businesses and to permit the Company and each of its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets. (b) Part 3.14(bEach Governmental Authorization held by any administrator, medical director, director of nursing or other material professional employee or contracted agent (each a "Professional Employee") of the Disclosure Schedule describes the terms of each pending Company or any Subsidiary and outstanding grant, incentive or subsidy provided or made available necessary for that Professional Employee to or carry out his/her duties for the benefit of any of Company or a Subsidiary is valid and in full force and effect. Except as set forth on Schedule 3.18: ------------- (1) to the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is Company's knowledge, each Professional Employee is, and at all times since January 1, 1999, has been, in full compliance in all material respects with all of the terms and requirements of each such grantGovernmental Authorization; (2) to the Company's knowledge, incentive no event has occurred or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall circumstance exists that may (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any such Governmental Authorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any such Governmental Authorization; (3) to the Company's knowledge, no Professional Employee has received, at any time since January 1, 1999, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (4) to the right to revokeCompany's knowledge, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or all applications required to be identified have been filed for the renewal of such Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations in Part 3.14(b) of order for the Disclosure ScheduleProfessional Employee to perform his or her duties for the Company or any Subsidiary have been duly made on a timely basis with the appropriate Governmental Bodies.

Governmental Authorizations. (a) Each Part 5.12(a) of the Acquired Corporations holds all Horizon Disclosure Schedule identifies each material Governmental Authorizations necessary Authorization held by Horizon as of the date of this Agreement. Horizon has delivered to enable such Acquired Corporation Nitec or made available to conduct Nitec on its business in the manner in which such business is currently conducted by such Acquired Corporation, datasite accurate and complete copies of all such Governmental Authorizations identified or required to be identified in Part 5.12(a) of the Horizon Disclosure Schedule. The Governmental Authorizations identified or required to be identified in Part 5.12(a) of the Horizon Disclosure Schedule are valid and in full force and effect effect, and collectively constitute all Governmental Authorizations that are material to the conduct of Horizon’s business in all material respectsthe manner in which its business is currently being conducted. Each of the Acquired Corporations Horizon is, and has been at all times since April 1, 2011has been, in compliance in all material respects with the terms and requirements of such the respective Governmental Authorizations. Since April 1, 2011, none Authorizations identified or required to be identified in Part 5.12(a) of the Acquired Corporations Horizon Disclosure Schedule. Horizon has not received any written noticenotice or other communication from or, to the Knowledge of Horizon, any oral notice or any other oral communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any actual or possible material violation of or material failure to comply in all material respects with any term or requirement of any material Governmental Authorization; or (ivii) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(bHorizon does not possess (nor has it ever possessed) of the Disclosure Schedule describes the terms of each pending and outstanding grantnor does it have any rights or interests with respect to (nor has it ever had any rights or interests with respect to) any grants, incentive incentives or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by subsidies from any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, Exchange nor the consummation of the Offer or the Merger or any of the other Contemplated TransactionsTransactions will result in any termination, shall (waiver, reimbursement, or fee with or without notice or lapse of time) give respect to any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified set forth or required to be identified set forth in Part 3.14(b5.12(b) of the Horizon Disclosure Schedule.

Governmental Authorizations. (a) Each of the Acquired Corporations holds The Company and Dauntless hold all material Governmental Authorizations necessary to enable such Acquired Corporation them to conduct its business Business in the manner in which such business the Business is currently conducted by being conducted, except where the failure to hold such Acquired Corporation, Governmental Authorizations has not had and all would not reasonably be expected to adversely affect the Company or the Business in any material respect. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations isThe Company and Dauntless are, and has been at all times since April January 1, 20112003 have been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance has not had and would not reasonably be expected to adversely affect the Company or the Business in any material respect. Since April January 1, 2011, none of 2003 neither the Acquired Corporations Company nor Dauntless has received any written notice, or any other communication notice from any Governmental Body regarding: regarding (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; , or (ivii) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in a writing delivered to the Company or any of its Subsidiaries the right of the Company or Dauntless to design, manufacture, offer or sell any of its products or services. (b) Part 3.14(bSchedule 5.15(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available available, if any, to or for the benefit of any of the Acquired Corporations Company or Dauntless by any U.S. or foreign Governmental Body, or otherwise. Each of the Acquired Corporations is The Company and Dauntless are in full compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidyand subsidy required to be identified in Schedule 5.15(b). Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b) of the Disclosure ScheduleSchedule 5.15(b).

Governmental Authorizations. (a) Each Schedule 2.17 identifies each Governmental Authorization that is held by the Seller and each currently pending application by Seller for a Governmental Authorization other than those the lack of which could not be reasonably expected to have a Material Adverse Effect. The Seller has delivered to the Buyer accurate and complete copies of all of the Acquired Corporations holds all material Governmental Authorizations necessary to enable such Acquired Corporation to conduct its business identified in the manner in which such business is currently conducted by such Acquired CorporationSchedules 2.17, including all renewals thereof and all such amendments thereto. Other than pending applications, each Governmental Authorizations are Authorization identified or required to be identified in Schedules 2.17 (each a “Seller Governmental Authorization”) is valid and in full force and effect in all material respects. Each of effect. (a) Since March 9, 2005, the Acquired Corporations is, Seller is and has been at in full compliance with all times since April 1, 2011, in compliance in all material respects with of the terms and requirements of such each Seller Governmental Authorizations. Since April 1Authorization, 2011, none and to the Seller’s Knowledge the Seller has been in full compliance with all of the Acquired Corporations terms and requirements of each Seller Governmental Authorization prior to March 9, 2005, except to the extent that noncompliance could not be reasonably expected to have a Material Adverse Effect. To the Seller’s Knowledge, no event has received any written noticeoccurred, and no condition or any other communication from any Governmental Body regarding: circumstance exists, that might, with or without notice or lapse of time, (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material constitute or result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Seller Governmental Authorization; , or (ivii) any actual result directly or alleged indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any material Seller Governmental Authorization. (b) Part 3.14(bSince March 9, 2005, the Seller has not received any notice or other communication, in writing or otherwise, from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Seller Governmental Authorization, (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Seller Governmental Authorization, or (iii) the Seller’s failure to obtain any necessary Governmental Authorization, and to the Seller’s Knowledge the Seller has not received any such notice or other communication prior to March 9, 2005. (c) All applications required to have been filed for the renewal of the Disclosure Schedule describes Seller Governmental Authorizations have been duly filed on a timely basis with the terms of appropriate Governmental Bodies, and each pending and outstanding grant, incentive other notice or subsidy provided filing required to have been given or made available with respect to such Seller Governmental Authorizations has been duly given or for made on a timely basis with the benefit of any of the Acquired Corporations by any appropriate Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with . (d) The Seller Governmental Authorizations constitute all of the terms Governmental Authorizations necessary (i) to enable the Seller to conduct the Business as it is currently conducted, and requirements (ii) to permit the Seller to own and use its Property in the manner in which they are currently owned and used, in each case other than those the lack of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall (with or without notice or lapse of time) give any Person the right which could not be reasonably expected to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b) of the Disclosure Schedulehave a Material Adverse Effect.

Governmental Authorizations. (a) Each of the Acquired Corporations holds Sellers have all material Governmental Authorizations necessary to enable such Acquired Corporation required for Sellers to conduct its business in the manner in which such business is Business as currently conducted by such Acquired Corporationand for the ownership and use of the Purchased Assets, and all such Governmental Authorizations are in full force and effect. Section 2.13 of the Disclosure Schedule identifies: each Governmental Authorization that is held, or required to be held, by the Sellers and that is required in order to conduct the Business as presently conducted or hold or use the Purchased Assets (each a “Business Government Authorization”). Each Business Governmental Authorization identified or required to be identified in Section 2.13 of the Disclosure Schedule is valid and in full force and effect effect. The Sellers are in material compliance with all material respects. Each of the Acquired Corporations is, and has been at all times since April 1, 2011, in compliance in all material respects with the terms and requirements of such each Business Governmental Authorizations. Since April 1, 2011, none Authorization identified or required to be identified in Section 2.13 of the Acquired Corporations Disclosure Schedule. To the Knowledge of Sellers, no event has received any written noticeoccurred, and no condition or any other communication from any Governmental Body regarding: circumstance exists, that would reasonably be expected to (iwith or without notice or lapse of time) any asserted failure by it to have obtained any such material Governmental Authorization; (iia) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material constitute or result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any Business Governmental Authorization identified or required to be identified in Section 2.13 of the Disclosure Schedule, or (b) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or material modification of any Business Governmental Authorization identified or required to be identified in Section 2.13 of the Disclosure Schedule. The Sellers have not received any written notice from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential violation of or failure to comply with any material term or requirement of any Business Governmental Authorization; , or (ivii) any actual actual, proposed, possible or alleged potential revocation, withdrawal, suspension, cancellation, termination or modification of any material Business Governmental Authorization. (b) Part 3.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Each The Company and each of the Acquired Corporations holds Company Subsidiaries hold all material Governmental Authorizations necessary to enable the Company and each such Acquired Corporation Company Subsidiary to conduct its respective business in the manner in which such its business is currently conducted by such Acquired Corporationbeing conducted, and all except where the failure to hold such Governmental Authorizations are would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The material Governmental Authorizations held by the Company and the Company Subsidiaries are, in all material respects, valid and in full force and effect in all material respectseffect. Each of The Company and the Acquired Corporations is, and has been at all times since April 1, 2011, Company Subsidiaries are each in compliance in all material respects with the terms and requirements of such Governmental Authorizations, to the extent applicable to them, except where failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no Legal Proceedings pending or threatened in writing, or to the knowledge of the Company, orally, that seek the revocation, cancellation or adverse modification of any Governmental Authorization, except where such revocation, cancellation or adverse modification would not have a Material Adverse Effect. Since April January 1, 20112018, none of neither the Acquired Corporations Company nor any Company Subsidiary has received any written notice, or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) notice of any material violation of noncompliance or alleged material failure to comply noncompliance with any term or requirement of any material Governmental Authorization. The Company does not engage in (a) the design, fabrication, development, testing, production or manufacture of “critical technologies” within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”); (b) the ownership, operation, maintenance, supply, manufacturing or servicing of “covered investment critical infrastructure” within the meaning of the DPA (where such activities are covered by column 2 of Appendix A to 31 C.F.R. Part 800); or (ivc) any actual to the Company’s knowledge, the maintenance or alleged revocationcollection, withdrawaldirectly or indirectly, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b) “sensitive personal data” of U.S. citizens within the meaning of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b) of the Disclosure ScheduleDPA.

Governmental Authorizations. Schedule 7.16 identifies: (aA) Each each Governmental Authorization that is held by the Company; and (B) each other Governmental Authorization that, to the Knowledge of the Acquired Corporations holds Company, is held by any Employee, Stockholder or Related Party is necessary to the conduct of the Business. The Company has delivered to the Buyer accurate and complete copies of all material of the Governmental Authorizations necessary to enable such Acquired Corporation to conduct its business identified in the manner in which such business is currently conducted by such Acquired CorporationSchedule 7.16 (each, a "Disclosable Governmental Authorization"), including all renewals thereof and all such amendments thereto. Each Disclosable Governmental Authorizations are Authorization is valid and in full force and effect in all material respects. Each of the Acquired Corporations is, effect. (a) The Company is and has been at all times since April 1, 2011, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none of the Acquired Corporations has received any written notice, or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (iv) any actual or alleged revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is been in compliance in all material respects with all of the terms and requirements of each such grantDisclosable Governmental Authorization applicable to it. To the Company's Knowledge, incentive no event has occurred, and no condition or subsidy. Neither the executioncircumstance exists, delivery or performance of this Agreementthat might, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall (with or without notice or lapse of time, (i) give constitute or result directly or indirectly in a material violation of or a failure to comply with any term or requirement of any Disclosable Governmental Authorization, or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Disclosable Governmental Authorization. (b) The Company has not ever received any notice or other communication, in writing or otherwise, from any Governmental Body or any other Person the right regarding (i) any actual, alleged, possible or potential violation of or failure to revokecomply with any term or requirement of any Disclosable Governmental Authorization, withdrawor (ii) any actual, suspendproposed, cancelpossible or potential revocation, terminate withdrawal, suspension, cancellation, termination or modify modification of any grant, incentive or subsidy identified or Disclosable Governmental Authorization. (c) All applications required to be identified in Part 3.14(b) have been filed for the renewal of the Disclosure ScheduleDisclosable Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Disclosable Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. (d) The Disclosable Governmental Authorizations constitute all of the Governmental Authorizations necessary (i) to enable the Company to conduct its Business as it is presently conducted, and (ii) to permit the Company to own and use its Assets in the manner in which they are currently owned and used.

Governmental Authorizations. (ai) Each of the Acquired Corporations holds all material Governmental Authorizations necessary Authorization that is held by Company or that otherwise relates to enable such Acquired Corporation to conduct its business in the manner in which such business is currently conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect in all material respects. Each of the Acquired Corporations is, and has been at all times since April 1, 2011, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none of the Acquired Corporations has received any written notice, or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; effect. (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (iv) any actual or alleged revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations Company is in compliance in all material respects with all of the terms and requirements of each such grant, incentive Governmental Authorization. (iii) No event has occurred or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall circumstance exists that will (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a material violation of or a failure to comply with any Person term or requirement of any Governmental Authorization, or (B) result directly or indirectly in the right revocation, withdrawal, suspension, cancellation or termination of, or any modification to, or would otherwise impair in any way, any Governmental Authorization. (iv) Since December 31, 2013, Company has not received any notice or other communication from any Governmental Authority regarding (A) any actual, alleged, possible or potential violation of or failure to revokecomply with any term or requirement of any Governmental Authorization or (B) any actual, withdrawproposed, suspendpossible or potential revocation, cancelwithdrawal, terminate suspension, cancellation, termination of or modify modification to any grantGovernmental Authorization. (v) Since December 31, incentive or subsidy identified or 2013, all applications required to have been filed for the renewal of the Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authority, except as has not had and would not reasonably be identified expected to have a Material Adverse Effect. (vi) Except as set forth in Part 3.14(bSection 3.3(b)(vi) of the Company Disclosure Schedule, there is no authorization, license, approval, consent, order or any other action of, or any registration, declaration, filing or notice with or to any Governmental Authority or court that is required for the execution or delivery by Company of this Agreement, or the validity or enforceability of this Agreement against Company, or, subject to the receipt of the Purchaser Required Approvals, the completion or performance by Company of any of the Contemplated Transactions. (vii) Except as set forth in Section 3.3(b)(vii) of the Company Disclosure Schedule, Company is not subject to any cease-and-desist or other similar order or enforcement action issued by, nor is either of them a party to any written agreement, consent agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or subject to any capital directive by, or adopted any board resolutions at the request of, any Governmental Authority (each item in this sentence, a “Regulatory Agreement”), nor has Company been notified since December 31, 2015, by any Governmental Authority that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. Except as set forth in Section 3.3(b)(vii) of the Company Disclosure Schedule, Company is in compliance in all material respects with each Regulatory Agreement to which it is a party or subject, and Company has not received any notice from any Governmental Authority indicating that Company is not in compliance in all material respects with any such Regulatory Agreement. (viii) Except for normal examinations conducted by a Governmental Authority in the regular course of the business, no Governmental Authority has initiated any proceeding into the business or operations of Company since December 31, 2015. Except as set forth in Section 3.3(b)(viii) of the Company Disclosure Schedule, to the Knowledge of the Company there is no unresolved violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Company. As of the Agreement Date, no regulatory examination of Company is under way, and no other report of examination is pending.

Governmental Authorizations. (a) Each of the The Acquired Corporations holds hold all material Governmental Authorizations necessary to enable such the Acquired Corporation Corporations to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by such Acquired Corporation, and all being conducted. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations Corporation is, and has been at all 19. <PAGE> times since April January 1, 20111998 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April January 1, 20111998, none of the Acquired Corporations has received any written notice, notice or any other communication from any Governmental Body regarding: regarding (ia) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; , or (ivb) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) Part 3.14(b2.15(b) of the Company Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Canadian (federal or provincial), U.S. (federal or state) or foreign Governmental BodyBody or otherwise. Each of the Acquired Corporations is in full compliance in all material respects with all of the terms and requirements of each such grant, incentive and subsidy identified or subsidyrequired to be identified in Part 2.15(b) of the Company Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger Arrangement or any of the other Contemplated Transactionstransactions contemplated by this Agreement, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b2.15(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Each of the The Acquired Corporations holds hold all material Governmental Authorizations necessary to enable such the Acquired Corporation Corporations to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by such Acquired Corporation, and all being conducted. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations Corporation is, and has been at all times since April January 1, 20112001 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April January 1, 20112001, none of the Acquired Corporations has received any written notice, notice or any other communication from any Governmental Body regarding: regarding (ia) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; , or (ivb) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b3.15(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental BodyBody or otherwise. Each of the Acquired Corporations is in full compliance in all material respects with all of the terms and requirements of each such grant, incentive and subsidy identified or subsidyrequired to be identified in Part 3.15(b) of the Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b3.15(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Each of the Acquired Corporations Company and its Subsidiaries holds all material Governmental Authorizations necessary to enable such Acquired Corporation to for the lawful conduct of its business in the manner in which such business as is currently conducted by such Acquired Corporation, and all such being conducted. The Governmental Authorizations held by the Company and its Subsidiaries are valid and in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in all the aggregate, a Material Adverse Effect. The Acquired Entities are in material respects. Each of the Acquired Corporations is, and has been at all times since April 1, 2011, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none of the No Acquired Corporations Entity has received any written notice, or any other communication notice from any Governmental Body regarding: Entity (and to the Company’s Knowledge, no Governmental Entity has threatened any notice): (i) asserting any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental AuthorizationAuthorization held by such Acquired Entity; (ii) notifying such Acquired Entity of the revocation or withdrawal of any material Governmental Authorization held by such Acquired Entity; or (iviii) imposing any actual condition, modification or alleged revocationamendment on any material Governmental Authorization (other than such condition, withdrawalmodification or amendment that would also be imposed on similarly situated holders of such Governmental Authorization), suspensionin each case that has not been cured or waived. The consummation of the transactions contemplated by this Agreement will not (x) result in the loss or impairment of any rights under any material Governmental Authorization, cancellation, termination (y) trigger the payment of any additional amounts with respect to any material Governmental Authorization or modification (z) require the consent of any Governmental Entity under any material Governmental Authorization. (b) Part 3.14(b) The representations and warranties of the Disclosure Schedule describes the terms of each pending and outstanding grantCompany in Section 2.13(a) are not made with respect to any Healthcare Permit, incentive Healthcare License or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b) of the Disclosure ScheduleHealthcare Law.

Governmental Authorizations. (a) Each of the Acquired Corporations The Company holds all material Governmental Authorizations necessary to enable such Acquired Corporation the Company to conduct its business in the manner in which such its business is currently conducted by such Acquired Corporation, and all being conducted. All such Governmental Authorizations are valid and in full force and effect in all material respects. Each effect, and, to the knowledge of the Acquired Corporations Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof. The Company is, and has been at all times since April 1, 2011has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none of the Acquired Corporations The Company has not received any written noticenotice (or, or to the knowledge of the Company, any other communication communication) from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material violation of or material failure to comply in any material respect by the Company with any term or requirement of any material such Governmental Authorization; or (ivii) any actual or alleged revocation, withdrawal, suspension, cancellation, termination or modification of any material such Governmental Authorization. (b) Part 3.14(b) . No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending or, to the knowledge of the Disclosure Schedule describes the terms of each pending and outstanding grantCompany, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations threatened by any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each , which seeks to revoke, withdraw, suspend, cancel, terminate or modify any such grant, incentive or subsidyGovernmental Authorization. Neither the execution, delivery or performance by the Company of this Agreement, nor the consummation by the Company of the Offer or the Merger or any of the other Contemplated Transactions, shall does, will or would reasonably be expected to (with or without notice or notice, lapse of timetime or both) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any such Governmental Authorization. The Company has Made Available to Parent copies of all such Governmental Authorizations in effect as of the date of this Agreement. (b) Part 2.14(b) of the Company Disclosure Schedule lists each material grant, incentive or subsidy identified (the “Governmental Grants”) provided or required Made Available to be identified in Part 3.14(b) or for the benefit of the Disclosure ScheduleCompany by or on behalf of any U.S. federal, state or local Governmental Body or any foreign Governmental Body, whether directly or indirectly as a subcontractor, subrecipient, subgrantee, or similar (at any tier) in connection with a grant, incentive or subsidy between another Person and a Governmental Body. All such Governmental Grants are valid and in fully force and effect. The Company is, and at all times has been, in compliance in all material respects with all of the terms and requirements of each Governmental Grant. The Company has not received any written notice (or, to the knowledge of the Company, any other communication) from any Governmental Body regarding: (i) any material violation of failure to comply in any material respect by the Company with any term or requirement of any Governmental Grant; or (ii) any revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Grant. No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending or, to the knowledge of the Company, threatened by any Governmental Body, which seeks to revoke, writhdraw, suspend, cancel, terminate or modify any Governmental Grant. Neither the execution, delivery or performance by the Company of this Agreement, nor the consummation by the Company of the Merger or any of the other Contemplated Transactions, does, will or would reasonably be expected to (with or without notice, lapse of time or both) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Grant. The Company has Made Available to Parent copies of all Governmental Grants in effect as of the date of this Agreement.

Governmental Authorizations. (a) Each Section 2.13(a) of the Acquired Corporations holds all material Sellers' Disclosure Letter sets forth each Governmental Authorizations necessary to enable such Acquired Corporation to conduct its business in Authorization held by the manner in which such business is currently conducted by such Acquired CorporationCompany, and all together with the name of the Governmental Authority issuing such Governmental Authorizations are Authorization. Each Governmental Authorization listed or required to be listed in Section 2.13(a) of the Sellers' Disclosure Letter is valid and in full force and effect effect. Except as set forth in all material respects. Each Section 2.13(a) of the Acquired Corporations Sellers' Disclosure Letter: (i) the Company is, and has been at all times since April 1has been, 2011, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none of the Acquired Corporations has received any written notice, or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (iv) any actual or alleged revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive Governmental Authorization; (ii) no event has occurred or subsidy. Neither the execution, delivery condition or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall circumstance exists that (with or without notice or lapse of timetime or both) give would (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization or (B) result in the revocation, withdrawal, suspension, cancellation, termination or other material impairment of any Governmental Authorization; (iii) the Company has not received at any time any written or, to the Knowledge of the Sellers, oral notice or other communication from any Governmental Authority or any other Person the right regarding (A) any actual, alleged or potential violation of or failure to revokecomply with any term or requirement of any Governmental Authorization or (B) any actual, withdrawproposed or potential revocation, suspendwithdrawal, cancelsuspension, terminate cancellation, termination of, or modify modification to any grant, incentive or subsidy identified or Governmental Authorization; (iv) all applications required to have been filed for the renewal of the Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities; and (v) none of the Governmental Authorizations will be identified terminated or impaired or become terminable, in Part 3.14(bwhole or in part, as a result of the transactions contemplated by this Agreement or any of the Ancillary Agreements. (b) The Governmental Authorization listed in Section 2.13(a) of the Sellers' Disclosure ScheduleLetter collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct the Business as currently conducted and as conducted as of the Closing Date and to permit the Company to own and use its assets as currently used and as used as of the Closing Date.

Governmental Authorizations. (aA) Each of the The Acquired Corporations holds hold all material Governmental Authorizations necessary to enable such the Acquired Corporation Corporations to conduct its business their respective businesses in the manner in which such business businesses are currently being conducted. None of the Acquired Corporations has suffered a suspension or revocation or imposition of penalties or fines with respect to any Governmental Authorization held under any Gaming Laws. There is currently conducted by no event which, to the Company's knowledge, would reasonably be likely to result in the revocation, withdrawal, suspension, reconsideration, cancellation, non-renewal, termination or adverse modification of any such Acquired CorporationGovernmental Authorization, and all except for any such event that would not reasonably be likely to have a Company Material Adverse Effect. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations Corporation is, and has been at all times since April January 1, 20112002 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April January 1, 20112002, none of the Acquired Corporations has received any written noticeclaim, complaint, order, notice or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (ivii) any actual or alleged possible revocation, withdrawal, suspension, non-renewal reconsideration, imposition of penalties or fines under, imposition of additional conditions or requirements under, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any product or service. (bB) Part 3.14(b2.15(b) of the Disclosure Schedule accurately and completely describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental BodyBody or otherwise. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive and subsidy identified or subsidyrequired to be identified in Part 2.15(b) of the Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger I or any of the other Contemplated Transactions, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b2.15(b) of the Disclosure Schedule.

Governmental Authorizations. (a) Each of the The Acquired Corporations holds hold all material Governmental Authorizations necessary to enable such the Acquired Corporation Corporations to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by being conducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporation, and all Corporations. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations is, Corporation is and has been at all times since April 1, 2011, has been in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since April 1, 2011, none None of the Acquired Corporations has received any written notice, notice or any other communication from any Governmental Body regarding: regarding (ia) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; , or (ivb) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) Part 3.14(b2.14(b) of the Company Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental BodyBody or otherwise. Each of the Acquired Corporations is in full compliance in all material respects with all of the terms and requirements of each such grant, incentive and subsidy identified or subsidyrequired to be identified in Part 2.14(b) of the Company Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b2.14(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Each of the The Acquired Corporations holds Companies hold, and since January 1, 2018 have held, all material Governmental Authorizations Authorizations, and have made all material filings required under applicable Legal Requirements, necessary to enable such the Acquired Corporation Companies to conduct its business their respective businesses in the manner in which such business is businesses are currently being conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations Company is, and has been at all times since April 1, 2011has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April In the period beginning on January 1, 20112019 and ending on the date of this Agreement, none of the Acquired Corporations Companies has received any written noticenotice or, or any to the Knowledge of the Company, other communication from any Governmental Body regarding: regarding (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; Authorization or (ivii) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b2.14(b) of the Disclosure Schedule describes the terms of lists each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations Companies by any Governmental BodyBody or otherwise as of the date of this Agreement. Each of the Acquired Corporations Companies is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidysubsidy identified or required to be identified in Part 2.14(b) of the Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b2.14(b) of the Disclosure Schedule.

Governmental Authorizations. (ai) Each of the Acquired Corporations holds all material Governmental Authorizations necessary Authorization that is held by Company or that otherwise relates to enable such Acquired Corporation to conduct its business in the manner in which such business is currently conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect in all material respects. Each of the Acquired Corporations is, and has been at all times since April 1, 2011, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none of the Acquired Corporations has received any written notice, or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; effect. (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (iv) any actual or alleged revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations Company is in compliance in all material respects with all of the terms and requirements of each such grant, incentive Governmental Authorization. (iii) No event has occurred or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall circumstance exists that will (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a material violation of or a failure to comply with any Person term or requirement of any Governmental Authorization, or (B) result directly or indirectly in the right revocation, withdrawal, suspension, cancellation or termination of, or any modification to, or would otherwise impair in any way, any Governmental Authorization. (iv) Since December 31, 2012, Company has not received any notice or other communication from any Governmental Authority regarding (A) any actual, alleged, possible or potential violation of or failure to revokecomply with any term or requirement of any Governmental Authorization or (B) any actual, withdrawproposed, suspendpossible or potential revocation, cancelwithdrawal, terminate suspension, cancellation, termination of or modify modification to any grantGovernmental Authorization. (v) Since December 31, incentive or subsidy identified or 2012, all applications required to have been filed for the renewal of the Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authority, except as has not had and would not reasonably be identified expected to have a Material Adverse Effect. (vi) There is no authorization, license, approval, consent, order or any other action of, or any registration, declaration, filing or notice with or to any Governmental Authority or court that is required for the execution or delivery by Company of this Agreement, or the validity or enforceability of this Agreement against Company, or subject to the receipt of the Purchaser Required Approvals and approval by Federal Reserve Bank of Atlanta for the redemption by Company of the FBBI Series F Preferred Stock (and receipt of any approvals or non-objections from the Florida Office of Financial Regulation or the FDIC related to the payment of a dividend by BC Bank to FBBI to fund such redemption), the completion or performance by Company of any of the Contemplated Transactions. (vii) Except as set forth in Part 3.14(bSection 3.3(b)(vii) of the Company Disclosure Schedule, Company is not subject to any cease-and-desist or other similar order or enforcement action issued by, nor is either of them a party to any written agreement, consent agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or subject to any capital directive by, or adopted any board resolutions at the request of, any Governmental Authority (each item in this sentence, a “Regulatory Agreement”), nor has Company been notified since December 31, 2014, by any Governmental Authority that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. Except as set forth in Section 3.3(b)(vii) of the Company Disclosure Schedule, Company is in compliance in all material respects with each Regulatory Agreement to which it is a party or subject, and Company has not received any notice from any Governmental Authority indicating that Company is not in compliance in all material respects with any such Regulatory Agreement. (viii) Except for normal examinations conducted by a Governmental Authority in the regular course of the business, no Governmental Authority has initiated any proceeding into the business or operations of Company since December 31, 2014. Except as set forth in Section 3.3(b)(viii) of the Company Disclosure Schedule, there is no unresolved violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Company. As of the Agreement Date, no regulatory examination of Company is under way, and no other report of examination is pending.

Governmental Authorizations. Part 3.13 of the Disclosure Schedule identifies: (a) Each each Governmental Authorization that is held by the Seller and that relates directly or indirectly to the Laser Business, including, without limitation, all clearances by the FDA; and (b) each other Governmental Authorization that, to the best of the Acquired Corporations holds knowledge of the Seller, is held by any employee of the Seller and relates to or is useful in connection with the Laser Business of the Seller. The Seller has delivered to Parent accurate and complete copies of all material of the Governmental Authorizations necessary to enable such Acquired Corporation to conduct its business identified in Part 3.13 of the manner in which such business is currently conducted by such Acquired CorporationDisclosure Schedule, including all renewals thereof and all such amendments thereto. Each Governmental Authorizations are Authorization identified or required to be identified in Part 3.13 of the Disclosure Schedule is valid and in full force and effect effect. Except as set forth in all material respects. Each Part 3.13 of the Acquired Corporations is, and has been at all times since April 1, 2011, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none of the Acquired Corporations has received any written notice, or any other communication from any Governmental Body regardingDisclosure Schedule: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past the Seller is and unremedied failure to obtain any such material Governmental Authorization; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (iv) any actual or alleged revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is has at all times been in full compliance in all material respects with all of the terms and requirements of each such grant, incentive Governmental Authorization identified or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation required to be identified in Part 3.13 of the Offer Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that could reasonably be expected to, to the Merger or any best knowledge of the other Contemplated Transactions, shall Seller (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization in connection with the Laser Business, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization in connection with the Laser Business; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization in connection with the right to revokeLaser Business, withdrawor (B) any actual, suspendproposed, cancelpossible or potential revocation, terminate withdrawal, suspension, cancellation, termination or modify modification of any grant, incentive or subsidy identified or Governmental Authorization in connection with the Laser Business; and (iv) all applications required to be have been filed for the renewal of the Governmental Authorizations in connection with the Laser Business have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3.14(b) 3.13 of the Disclosure ScheduleSchedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct the Laser Business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit the Seller to own and use the Specified Assets in the manner in which they are currently owned and used.

Governmental Authorizations. Part 0 of the Disclosure Schedule identifies: (a) Each each Governmental Authorization that is held by the Seller and that relates directly or indirectly to the Laser Business, including, without limitation, all clearances by the FDA; and (b) each other Governmental Authorization that, to the best of the Acquired Corporations holds knowledge of the Seller, is held by any employee of the Seller and relates to or is useful in connection with the Laser Business of the Seller. The Seller has delivered to Parent accurate and complete copies of all material of the Governmental Authorizations necessary to enable such Acquired Corporation to conduct its business identified in Part 0 of the manner in which such business is currently conducted by such Acquired CorporationDisclosure Schedule, including all renewals thereof and all such amendments thereto. Each Governmental Authorizations are Authorization identified or required to be identified in Part 0 of the Disclosure Schedule is valid and in full force and effect effect. Except as set forth in all material respects. Each Part 3.13 of the Acquired Corporations is, and has been at all times since April 1, 2011, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none of the Acquired Corporations has received any written notice, or any other communication from any Governmental Body regardingDisclosure Schedule: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past the Seller is and unremedied failure to obtain any such material Governmental Authorization; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (iv) any actual or alleged revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is has at all times been in full compliance in all material respects with all of the terms and requirements of each such grant, incentive Governmental Authorization identified or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation required to be identified in Part 0 of the Offer Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that could reasonably be expected to, to the Merger or any best knowledge of the other Contemplated Transactions, shall Seller (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization in connection with the Laser Business, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization in connection with the Laser Business; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization in connection with the right to revokeLaser Business, withdrawor (B) any actual, suspendproposed, cancelpossible or potential revocation, terminate withdrawal, suspension, cancellation, termination or modify modification of any grant, incentive or subsidy identified or Governmental Authorization in connection with the Laser Business; and (iv) all applications required to be have been filed for the renewal of the Governmental Authorizations in connection with the Laser Business have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The Governmental Authorizations identified in Part 3.14(b) 0 of the Disclosure ScheduleSchedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct the Laser Business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit the Seller to own and use the Specified Assets in the manner in which they are currently owned and used.

Governmental Authorizations. Powerdyne RC is an EB-5 Regional Center (aUSCIS ID Number 1215250671) Each approved by the USCIS (“USCIS Approval”) on March 28, 2013. No other Governmental Authorization that is held by Powerdyne RC or that otherwise relates to the Business or any Company Asset is required. Notwithstanding the foregoing, Seller Company, in cooperation with Purchaser, will give written notice of the Acquired Corporations holds change of ownership of Powerdyne RC (“Notice”) to USCIS. After receipt and review of the Notice, USCIS may choose to request for a formal amendment to the regional center approval be filed. All Purchasers of Powerdyne RC will be responsible to comply with USCIS’ requirement to file a formal amendment if requested by USCIS. The USCIS Approval constitutes all material of the Governmental Authorizations necessary to enable such Acquired Corporation permit Powerdyne RC to lawfully conduct its business and operate the Business and to own and use Powerdyne RC Assets in the manner in which such business currently owned and used (“RC Authorization”). The USCIS Approval is currently conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations Powerdyne LLC is, and has been at all times since April 1, 2011its organization has been, in full compliance in with all material respects with of the terms and requirements of such Governmental AuthorizationsRC Authorization. Since April 1, 2011, none No event has occurred or circumstance exists that may (with or without notice or lapse of the Acquired Corporations has received any written notice, or any other communication from any Governmental Body regarding: time) (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material constitute or result, directly or indirectly, in a violation of or material a failure to comply with any term or requirement of any material Governmental RC Authorization; , or (ivii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any RC Authorization. With the exception of the USCIS Approval, Powerdyne RC has not received, at any time since its organization, any communication (whether oral or written) from any Governmental Body or any other Person regarding (i) any actual actual, alleged, possible, or alleged potential violation of or failure to comply with any term or requirement of any RC Authorization, or (ii) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification of to any material Governmental RC Authorization. (b) Part 3.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available . All applications required to or have been filed for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in compliance in renewal of, and all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or filings required to be identified in Part 3.14(b) of have been made with respect to, any RC Authorization have been duly filed on a timely basis with the Disclosure Scheduleappropriate Governmental Bodies.

Governmental Authorizations. (a) Each of the The Acquired Corporations holds hold all material Governmental Authorizations necessary to enable such the Acquired Corporation Corporations to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by such Acquired Corporation, and all being conducted. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations Corporation is, and has been at all times since April January 1, 20112004 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April January 1, 20112004, none of the Acquired Corporations has received any written notice, notice or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (ivii) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b2.13(b) of the Company Disclosure Schedule describes provides a complete list of, and a description of the terms of each of, all pending and outstanding grantgrants, incentive incentives, qualifications and subsidies (collectively, “Grants”) from the Government of the Republic of Germany or subsidy provided any agency thereof, or from any other Governmental Body, granted or made available to or for the benefit of any of the Acquired Corporations by involving an amount in excess of $50,000 in any Governmental Bodyindividual case or $500,000 in the aggregate. Each of the The Acquired Corporations is are in compliance in all material respects with all of the terms terms, conditions and requirements of each such granttheir respective Grants and have duly fulfilled all the undertakings relating thereto. To the Knowledge of the Company, incentive the applicable Governmental Body has no intention to revoke or subsidymaterially modify any of the Grants. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall does, will or could reasonably be expected to (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy Grant identified or required to be identified in Part 3.14(b2.13(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Each Part 2.13(a) of the Company Disclosure Schedule identifies each material Governmental Authorization held by the Acquired Corporations except for those Governmental Authorizations which can not be disclosed pursuant to applicable Government regulations and which have been disclosed prior to the date hereof to employees of Parent with the appropriate security clearance. The Governmental Authorizations held by each of the Acquired Corporations holds are valid and in full force and effect, and collectively constitute all material Governmental Authorizations necessary (i) to enable such each of the Acquired Corporation Corporations to conduct its business in the manner in which such its business is currently being conducted by such Acquired Corporationand in the manner in which its business is proposed to be conducted, and all such Governmental Authorizations are valid and in full force and effect in all material respects. Each (ii) to permit each of the Acquired Corporations isto own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used. (b) (i) each of the Acquired Corporations and its employees are, and has been each of the Acquired Corporations and its employees have at all times since April 1, 2011been, in full compliance in with all material respects with of the terms and requirements of such the Governmental Authorizations. Since April 1, 2011, none of Authorizations held by the Acquired Corporations has received any written notice, or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental AuthorizationCorporations; (ii) any past no event has occurred, and unremedied failure to obtain any such material Governmental Authorization; no condition or circumstance exists, that might (iiiwith or without notice or lapse of time) any material (A) constitute or result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Governmental Authorization; Authorization identified or required to be identified in Part 2.13(a) of the Company Disclosure Schedule, or (ivB) any actual result directly or alleged indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Part 3.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy Authorization identified or required to be identified in Part 3.14(b2.13(a) of the Company Disclosure Schedule; (iii) none of the Acquired Corporations have ever received, and, to the knowledge of the Acquired Corporations, no employee of the Acquired Corporations has ever received, any notice or other communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations identified or required to be identified in Part 2.13(a) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Governmental Authorizations. (a) Each Schedule 3.17 of the Acquired Corporations holds all material Disclosure Letter contains a complete and accurate list of each Governmental Authorizations necessary Authorization (as hereinafter defined) that is held by the Company or that otherwise relates to enable such Acquired Corporation the Business of the Company. Each Governmental Authorization listed or required to conduct its business be listed in Schedule 3.17 of the manner in which such business Disclosure Letter is currently conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect effect. The Governmental Authorizations listed in all material respects. Each Schedule 3.17 of the Acquired Corporations isDisclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its Business in the manner it currently conducts and operates such Business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, including, without limitation, Governmental Authorization applicable to clinical laboratories or the performance or research and testing on the blood and amniotic fluid samples of pregnant women in each applicable jurisdiction where such Governmental Authorizations are required. Except as set forth in Schedule 3.17 of the Disclosure Letter: (a) the Company has been at and is in full compliance with all times since April 1, 2011, in compliance in all material respects with of the terms and requirements of such each Governmental Authorizations. Since April 1, 2011, none Authorization identified or required to be identified in Schedule 3.17 of the Acquired Corporations Disclosure Letter; (b) to Seller’s Knowledge, no event has received any written notice, occurred or any other communication from any Governmental Body regarding: circumstance exists that may (with or without notice or lapse of time) (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material constitute or result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Governmental Authorization listed or required to be listed in Schedule 3.17 of the Disclosure Letter, or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.17 of the Disclosure Letter; (c) the Company has not received any notice or other communication (whether oral or written) from any Governmental Authority regarding (i) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (ivii) any actual actual, proposed, possible, or alleged potential revocation, withdrawal, suspension, cancellation, termination of, or modification of to any material Governmental Authorization.; and (bd) Part 3.14(b) all applications required to have been filed for the renewal of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified Authorizations listed or required to be identified listed in Part 3.14(b) Schedule 3.17 of the Disclosure ScheduleLetter have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authority.

Governmental Authorizations. (aA) Each of the The Acquired Corporations holds hold all material Governmental Authorizations necessary to enable such the Acquired Corporation Corporations to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by such Acquired Corporation, and all being conducted. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations Corporation is, and has been at all times since April January 1, 20112004 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since April January 1, 20112004, none of the Acquired Corporations has received any written notice, notice or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; or (ivii) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (bB) Part 3.14(b2.13(b) of the Company Disclosure Schedule describes provides a complete list of, and a description of the terms of each of, all pending and outstanding grantgrants, incentive incentives, qualifications and subsidies (collectively, "Grants") from the Government of the Republic of Germany or subsidy provided any agency thereof, or from any other Governmental Body, granted or made available to or for the benefit of any of the Acquired Corporations by involving an amount in excess of $50,000 in any Governmental Bodyindividual case or $500,000 in the aggregate. Each of the The Acquired Corporations is are in compliance in all material respects with all of the terms terms, conditions and requirements of each such granttheir respective Grants and have duly fulfilled all the undertakings relating thereto. To the Knowledge of the Company, incentive the applicable Governmental Body has no intention to revoke or subsidymaterially modify any of the Grants. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall does, will or could reasonably be expected to (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy Grant identified or required to be identified in Part 3.14(b2.13(b) of the Company Disclosure Schedule.

Governmental Authorizations. (aSchedule 4.8(b) Each contains a complete and accurate list of each Governmental Authorization that is held by Seller that relates to the Business or to any of the Acquired Corporations holds all material Governmental Authorizations necessary to enable such Acquired Corporation to conduct its business assets owned or used by Seller in the manner in which such business Business. Each Governmental Authorization listed or required to be listed on Schedule 4.8(b) is currently conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect except where the failure to do so would not have an Adverse Effect. Schedule 4.8(b) also sets forth the name of any third party from whom consent must be obtained in all material respects. Each order to effect a transfer to Buyer of the Acquired Corporations Permits to be acquired as a result of the transactions contemplated herein; and, except as set forth on Schedule 4.8(b), Seller has obtained all such consents except where the failure to be so valid and in force and effect would not have an Adverse Effect. To the Best Knowledge of Seller, and except as set forth on Schedule 4.8(b): (1) Seller is, and has been at all times since April 1, 2011its inception has been, in compliance in with all material respects with of the terms and requirements of such each Governmental Authorizations. Since April 1Authorization identified or required to be identified on Schedule 4.8(b); (2) no event has occurred, 2011nor does any circumstance exist, none that may (with or without notice or lapse of the Acquired Corporations has received any written notice, time) (A) constitute or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material result directly or indirectly in a violation of or material a failure to comply with any term or requirement of any material Governmental Authorization listed or required to be listed on Schedule 4.8(b); or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed on Schedule 4.8(b); (3) Seller has not received, at any time since its inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (ivB) any actual actual, proposed, possible or alleged potential revocation, withdrawal, suspension, cancellation, termination of, or modification of to any material Governmental Authorization.; and (b4) Part 3.14(b) all applications required to have been filed for the renewal of the Disclosure Governmental Authorizations listed or required to be listed on Schedule describes 4.8(b) have been duly filed on a timely basis with the terms appropriate Governmental Bodies and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. To the Best Knowledge of each pending Seller and outstanding grantexcept as set forth on Schedule 4.8(b), incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with Authorizations listed on Schedule 4.8(b) collectively constitute all of the terms Governmental Authorizations necessary to permit Seller to lawfully conduct and requirements operate the Business in the manner it is currently conducted and operated and to permit Seller to own and use the Acquisition Assets in the manner in which it currently owns and uses the Acquisition Assets, to the Best Knowledge of each such grantSeller, incentive or subsidy. Neither and there will not be an Adverse Effect in the execution, delivery or performance Governmental Authorizations as a result of this Agreement, nor the consummation of the Offer or transactions contemplated herein, nor to the Merger or Best Knowledge of Seller, will there be any Adverse Effect on Buyer for any failure of the other Contemplated Transactions, shall (with or without notice or lapse of time) give Seller to have any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified Governmental Authorization in Part 3.14(b) of the Disclosure Schedulefull force and effect.

Governmental Authorizations. (a) Each The Governmental Authorizations held by each of the Acquired Corporations holds are valid and in full force and effect, and collectively constitute all material Governmental Authorizations necessary (i) to enable such each of the Acquired Corporation Corporations to conduct its business in the manner in which such its business is currently being conducted by such Acquired Corporationand in the manner in which its business is proposed to be conducted, and all such Governmental Authorizations (ii) to permit each of the Acquired Corporations to own and use its assets in the manner in which they are valid currently owned and used and in full force the manner in which they are proposed to be owned and effect in all material respectsused. Each of the Acquired Corporations is, and has been at all times since April 1, 2011its inception has been, in compliance in all material respects with the terms and requirements of the respective Governmental Authorizations held by such Governmental AuthorizationsAcquired Corporation. Since April 1January 31, 20112000, none of the Acquired Corporations has received any written notice, notice or any other communication from any Governmental Body regarding: regarding (ia) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; , or (ivb) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. (b) Except as set forth in Part 3.14(b) 2.13 of the Company Disclosure Schedule describes the terms of Schedule: (i) each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any Governmental Body. Each and its employees are, and each of the Acquired Corporations is and its employees have at all times been, in full compliance in all material respects with all of the terms and requirements of each such grant, incentive Governmental Authorization identified or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation required to be identified in Part 2.13 of the Offer Company Disclosure Schedule; (ii) no event has occurred, and no condition or the Merger or any of the other Contemplated Transactionscircumstance exists, shall that might (with or without notice or lapse of time) give (A) constitute or result directly or indirectly in a violation of or a failure to comply with any Person the right to revoke, withdraw, suspend, cancel, terminate term or modify requirement of any grant, incentive or subsidy Governmental Authorization identified or required to be identified in Part 3.14(b) 2.13 of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.13 of the Company Disclosure Schedule; (iii) the Acquired Corporations have never received, and, to the knowledge of the Acquired Corporations, no employee of the Acquired Corporations has ever received, any notice or other communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Section 2.16 of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Governmental Authorizations. (a) Each of the The Acquired Corporations holds hold all material Governmental Authorizations necessary to enable such the Acquired Corporation Corporations to conduct its business their respective businesses in the manner in which such business is businesses are currently conducted by being conducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporation, and all Corporations. All such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations is, Corporation is and has been at all times since April 1, 2011, has been in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since April 1, 2011, none None of the Acquired Corporations has 23 received any written notice, notice or any other communication from any Governmental Body regarding: regarding (ia) any asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material actual or possible violation of or material failure to comply with any term or requirement of any material Governmental Authorization; , or (ivb) any actual or alleged possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) Part 3.14(b2.14(b) of the Company Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental BodyBody or otherwise. Each of the Acquired Corporations is in full compliance in all material respects with all of the terms and requirements of each such grant, incentive and subsidy identified or subsidyrequired to be identified in Part 2.14(b) of the Company Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, shall will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b2.14(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) Each of the Acquired Corporations Seller holds all material Governmental Authorizations (“Transferred Business Governmental Authorizations”) necessary to enable such Acquired Corporation permit Seller to conduct its business own and use the Transferred Assets in the manner in which such business they are currently owned and used. Each of the Transferred Business Governmental Authorization is currently conducted by such Acquired Corporation, and all such Governmental Authorizations are valid and in full force and effect in all material respectseffect. Each of the Acquired Corporations is, Seller is and has been at all times since April 1, 2011, has been in material compliance in with all material respects with of the terms and requirements of such Governmental Authorizations. Since April 1, 2011, none each of the Acquired Corporations has received any written notice, or any other communication from any Governmental Body regarding: (i) any asserted failure by it to have obtained any such material Transferred Business Governmental Authorization; . To the Knowledge of the Seller, no event has occurred, and no condition or circumstance exists, that would reasonably be expected (iiwith or without notice or lapse of time) any past and unremedied failure to obtain any such material Governmental Authorization; (iiiA) any constitute or result directly or indirectly in a material violation of or material a failure to comply with any term or requirement of any material of Seller’s Governmental Authorization; , or (ivB) any actual result directly or alleged indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any material of Seller’s Governmental Authorization. . Seller has not received, and, to the Knowledge of Seller, no employee of Seller has ever received, any notice or other communication (bin writing or otherwise) Part 3.14(bfrom any Governmental Authority or any other Person regarding (A) any actual, alleged, possible or potential violation of the Disclosure Schedule describes the terms or failure to comply with any term or requirement of each pending and outstanding grantany Transferred Business Governmental Authorization or (B) any actual, incentive proposed, possible or subsidy provided potential revocation, withdrawal, suspension, cancellation, termination or made available modification of any Transferred Business Governmental Authorization. All applications required to or have been filed for the benefit renewal of any of the Acquired Corporations by any Transferred Business Governmental Body. Each of Authorizations have been duly filed on a timely basis with the Acquired Corporations is in compliance in all material respects with all of the terms appropriate Governmental Authorities, and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or filing required to be identified in Part 3.14(b) of have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the Disclosure Scheduleappropriate Governmental Authority.