Seller and Spin-Off Subsidiary are in compliance with all Laws and Orders in respect of the operation, activities, conduct and transactions of the business of Spin-Off Subsidiary (the “ Business ”) and operations of the Spin-Off Subsidiary and the ownership and or possession of the Shares. None of the operation, activity, conduct and transactions of the Business or the ownership or possession of the Shares conflicts with the rights of any other Person or violates, or with or without the giving of notice or passage of time, or both, will violate, conflict with or result in a default, right to accelerate or loss of rights under, any terms or provisions of any Lien, contract or any Law or Order to which Seller is a party or by which Seller, the Business or the Shares may be bound or affected. Seller has not received any written or, oral notice of any actual or alleged violation or non-compliance with applicable Laws. Seller and Spin-Off Subsidiary own or possess all right, title and interest in all Permits required to own the Shares and conduct the Business as now being conducted, and all such Permits are valid and in full force and effect and Seller and Spin-Off Subsidiary are in full compliance with the terms and conditions of such Permits.