Common use of Regulatory and Compliance Clause in Contracts

Regulatory and Compliance. 15.1 All authorisations, licences, consents and other permissions and approvals (other than those which relate to Intellectual Property) which are material in the context of and required for or in connection with the carrying on the business of the Company are in full force and effect. 15.2 There are attached to the Seller Disclosure Letter copies of all material written correspondence during the twelve months ending on the date of this Agreement between the Company and the FSA. 15.3 So far as the Company is aware, the Company operates, and has in the past three years prior to the date of this Agreement operated, its business in accordance with all applicable Regulatory Rules in all material respects. 15.4 The Company has not received any written notification that: (A) any regulatory authorisation, permission, licence or consents referred to in paragraph 15.1 will be revoked, suspended, cancelled or not renewed or made subject to any new material conditions; or (B) it has not complied with any terms or conditions of any such authorisations, licences, consents, permissions or approvals. 15.5 During the three years prior to the date of this Agreement, the Company has filed all material reports, data, other information returns and other applications required to be filed with or otherwise provided to the FSA during the three years prior to the date of this Agreement in accordance with all applicable regulations and requirements. 15.6 During the three years prior to the date of this Agreement, the Company has not been and is not the subject of any material inquiry or investigation by the FSA as a result of which any material adverse finding was or is likely to be made against the Company and which would have a material adverse on the financial position or prospects of the Company”. 15.7 During the three years prior to the date of this Agreement, the Company has not, and, so far as the Company is aware, none of its directors or employees has, been the subject of any censure, disciplinary hearings or material fines by the FSA, any US Regulatory Authority or any other regulatory authority whether in the United States, the United Kingdom or in any other jurisdiction. 15.8 The Seller Disclosure Letter contains details of all material complaints received by the Company in the past three years.

Regulatory and Compliance. 15.1 All 14.1 Except for the Association Matter, the Group complies in all material respects with applicable Laws, regulations, authorisations, permits, licenses, certifications, and authorisations from competent governmental agencies governing the business of the Group. 14.2 Except for the Association Matter, the Group has obtained all material public or private permits, approvals, and other authorisations that are required to conduct the Group’s business as conducted at the Signing Date. Each such permit or approval is in full force and effect, except for the NPDES permit for Sontara Old Hickory, Inc. which has recently expired. 14.3 No written claims or inquiries have been made by any public or private authority against the Group that the Group has not conducted its business in compliance in all material respects with all applicable Laws and regulations, and, to the Seller’s Knowledge, no such claims or inquiries are threatened. 14.4 The Group is not subject to any public prohibition or injunction and, to the Seller’s Knowledge, no such prohibition or injunction is imminent and no proceedings in respect thereof have been commenced. 14.5 The Group has not received any written (i) notification that any material investigation, audit or inquiry is being conducted by any public authority in respect of the affairs of the Group and, to the Seller’s Knowledge, no circumstances exist which could give rise to such material investigation, audit or inquiry, or (ii) order from any public or private authority which threatens to revoke any material regulatory licences, consents and other permissions and approvals permits, certifications, memberships, authorisations or registrations, and, to the Seller’s Knowledge, no such order is threatened. During the past three (other than those which relate to Intellectual Property3) years preceding the Signing Date, no Group Company has received any written notice from any public authority stating that such Group Company has concluded agreements or conducted its business in ways which are materially contrary to any applicable Law or could result in adverse sanctions in case of non-compliance. 14.6 The transfer of the Shares will not cause an existing permit, authorisation, approval, license or similar document, which is necessary for the unaltered continued conduct of the business of the Group, to lapse or be changed in a manner that will have a material in the context of and required for or in connection with the carrying adverse impact on the business of the Company are in full force and effectGroup. 15.2 There are attached to 14.7 Except for the Seller Disclosure Letter copies Merger Clearance Approval, neither the Closing nor conclusion of all material written correspondence during the twelve months ending on Agreement nor the date performance of this the Seller’s other obligations under the Agreement between the Company and the FSA. 15.3 So far as the Company is aware, the Company operates, and has in the past three years prior to the date of this Agreement operated, its business in accordance with all applicable Regulatory Rules in all material respects. 15.4 The Company has not received will require any written notification that: (A) any regulatory authorisation, permission, licence approval or consents referred to in paragraph 15.1 will be revoked, suspended, cancelled or not renewed or made subject to any new material conditions; or (B) it has not complied with any terms or conditions of any such authorisations, licences, consents, permissions or approvalsfrom public authorities. 15.5 During the three years prior to the date of this Agreement, the Company has filed all material reports, data, other information returns and other applications required to be filed with or otherwise provided to the FSA during the three years prior to the date of this Agreement in accordance with all applicable regulations and requirements. 15.6 During the three years prior to the date of this Agreement, the Company has not been and is not the subject of any material inquiry or investigation by the FSA as a result of which any material adverse finding was or is likely to be made against the Company and which would have a material adverse on the financial position or prospects of the Company”. 15.7 During the three years prior to the date of this Agreement, the Company has not, and, so far as the Company is aware, none of its directors or employees has, been the subject of any censure, disciplinary hearings or material fines by the FSA, any US Regulatory Authority or any other regulatory authority whether in the United States, the United Kingdom or in any other jurisdiction. 15.8 The Seller Disclosure Letter contains details of all material complaints received by the Company in the past three years.