Common use of Litigation and Compliance with Laws Clause in Contracts

Litigation and Compliance with Laws. (a) As of the date of this Agreement, there are no Actions pending against Victory or any of its Subsidiaries or, to the Knowledge of Victory, threatened against Victory or any of its Subsidiaries (or any of their respective properties or rights), at Law or in equity, or before or by any Governmental Authority or any arbitrator or arbitration tribunal, that would prohibit Victory or Merger Sub from entering into, executing and complying with their obligations under this Agreement or the Other Transaction Agreements or from consummating the Transactions. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Victory MAE, (i) Victory is conducting its business in compliance with all applicable Laws and (ii) immediately prior to the Effective Time, Victory will hold, to the extent legally required, all Permits that are required for the operation of its business as conducted as of immediately prior to the Effective Time, and there shall not have occurred any default under any such Permit. None of such Permits will lapse, terminate, expire or otherwise be impaired as a result of the consummation of the Transactions, except as would not reasonably be expected to have, individually or in the aggregate, a Victory MAE. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Victory MAE, Victory has not received any written notice from any Person alleging non-compliance with any such Permit. (c) None of Victory or, to the Knowledge of Victory, any current director, officer, agent or employee acting on behalf of Victory, has used any funds to make, directly or indirectly, any unlawful contribution, gift, bribe, payoff, kickback or other unlawful payment to any United States or foreign government official or employee in violation of the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 or any other applicable Law.

Litigation and Compliance with Laws. (a) As of the date of this Agreement, there are no Actions pending against Victory OIL or any of its Subsidiaries or, to the Knowledge of VictoryOIL, threatened against Victory OIL or any of its Subsidiaries (or any of their respective properties or rights), at Law or in equity, or before or by any Governmental Authority or any arbitrator or arbitration tribunal, that would prohibit Victory or Merger Sub OIL from entering into, executing and complying with their obligations under this Agreement or the Other Transaction Agreements or from consummating the Transactions. (b) There are no Actions pending against OIL or with respect to OIL or any of its Assets or, to the Knowledge of OIL, any of the officers or directors of OIL (in their capacity as such), or to the Knowledge of OIL, threatened against OIL, that have had or would reasonably be expected to have, individually or in the aggregate, an OIL MAE. Neither OIL nor any of its Assets is subject to any Order that has had or would reasonably be expected to have, individually or in the aggregate, an OIL MAE. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Victory an OIL MAE, (i) Victory OIL is conducting its business in compliance with all applicable Laws and (ii) immediately prior to the Effective Time, Victory OIL will hold, to the extent legally required, all Permits that are materially required for the operation of its business as conducted as of immediately prior to the Effective Time, and there shall not have occurred any default under any such Permit. None of such Permits will lapse, terminate, expire or otherwise be impaired as a result of the consummation of the Transactions, except as would not reasonably be expected to have, individually or in the aggregate, a Victory an OIL MAE. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Victory an OIL MAE, Victory OIL has not received any written notice from any Person alleging non-compliance with any such Permit. (cd) None Without derogating from the generality of Victory the foregoing, none of OIL or, to the Knowledge of VictoryOIL, any current director, officer, agent or employee acting on behalf of VictoryOIL, has used any funds to make, directly or indirectly, any unlawful contribution, gift, bribe, payoff, kickback or other unlawful payment to any United States States, Israeli or foreign government official or employee in violation of the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 1977 or any other similar applicable Law.

Litigation and Compliance with Laws. (a) As of the date of this Agreement, there are no Actions pending against Victory OTI or any of its Subsidiaries or, to the Knowledge of VictoryOTI, threatened against Victory OTI or any of its Subsidiaries (or any of their respective properties or rights), at Law or in equity, or before or by any Governmental Authority or any arbitrator or arbitration tribunal, that would prohibit Victory OTI or Merger Sub OSIL from entering into, executing and complying with their obligations under this Agreement or the Other Transaction Agreements or from consummating the Transactions. (b) There are no Actions pending against OTI or with respect to OTI or any of its Assets or, to the Knowledge of OTI, any of the officers or directors of OTI (in their capacity as such), or to the Knowledge of OTI, threatened against OTI or any of its Subsidiaries, that have had or would reasonably be expected to have, individually or in the aggregate, an OTI MAE. Neither OTI nor any of its Assets is subject to any Order that has had or would reasonably be expected to have, individually or in the aggregate, an OTI MAE. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Victory an OTI MAE, (i) Victory OTI is conducting its business in compliance with all applicable Laws and (ii) immediately prior to the Effective Time, Victory OTI will hold, to the extent legally required, all Permits that are required for the operation of its business as conducted as of immediately prior to the Effective Time, and there shall not have occurred any default under any such Permit. None of such Permits will lapse, terminate, expire or otherwise be impaired as a result of the consummation of the Transactions, except as would not reasonably be expected to have, individually or in the aggregate, a Victory an OTI MAE. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Victory an OTI MAE, Victory OTI has not received any written notice from any Person alleging non-compliance with any such Permit. (cd) None Without derogating from the generality of Victory the foregoing, none of OTI or, to the Knowledge of VictoryOTI, any current director, officer, agent or employee acting on behalf of VictoryOTI, has used any funds to make, directly or indirectly, any unlawful contribution, gift, bribe, payoff, kickback or other unlawful payment to any United States or foreign government official or employee in violation of the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 or any other applicable Law.