Compliance. Neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

This Agreement is intended to comply with all applicable laws and regulations, including without limitation, Internal Revenue Code Section 409A, as the same may be amended from time to time (“[Section 409A]”), and shall be construed to the fullest extent possible to be so compliant. However, in the event that any term or provision of this Agreement should at any time not be in compliance with such laws and regulations, then in such event the parties hereto agree to negotiate in good faith with each other such changes hereto as may be reasonably necessary to make this Agreement compliant with such laws and regulations, without resulting in a material disadvantage to either party.

Compliance. FDOC has not been advised, nor does FDOC have reason to believe, that it is not conducting its business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting its business.

Compliance. Both TLC and TLC Hong Kong shall comply with all Applicable Law in connection with the activities contemplated by this Agreement. The Parties further agree to use their best efforts to negotiate and execute any amendments hereto that may be deemed necessary or appropriate to maintain compliance with any Applicable Law to either Party.

Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

Compliance. Buyers shall comply with all applicable securities laws, rules and regulations regarding this Agreement, the transactions contemplated hereby and all related transactions.

Compliance. Except as set forth in any zoning report obtained by or delivered to the Agent in connection with the Loan, each Borrower and each Property (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes necessary to operate each Property and carry on each business. None of the Borrowers is in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority. To the knowledge of each Borrower, there has not been committed by any Borrower or any other Person in occupancy of or involved with the operation or use of any Property any act or omission affording any Governmental Authority the right of forfeiture as against any Property or any part thereof or any monies paid in performance of any Borrower’s obligations under any of the Loan Documents.

Compliance. Each Party shall perform or cause to be performed, any and all of its Development activities, including Initial Development Activities, in good scientific manner and in compliance with all Applicable Law.

Compliance. Each Party will perform its obligations under this Agreement in a manner that complies with all laws applicable to that Party’s business. Without limiting the foregoing, Service Provider will identify and comply with all laws applicable to: # including laws requiring the procurement of inspections, certificates and approvals needed to perform the Service, and # laws regarding healthcare, workplace safety, immigration, labor standards, wage and hour laws, insurance, data protection and privacy (collectively, “Service Provider Laws”).

Compliance. Each Party shall comply, and cause its Affiliates to comply, with all Applicable Laws in the performance of its obligations, and exercise of its rights, under this Agreement. Primary (and its Affiliates) and Legacy (and its Affiliates), respectively, shall include provisions in any agreement with any Primary Sublicensee or Legacy Licensee, respectively, requiring that such Third Party comply with all Applicable Laws in the performance of its obligations and exercise of its rights under such agreement, and each Party (and its Affiliates) shall use Commercially Reasonable Efforts to enforce such provisions, which shall include, with respect to Legacy, Legacy’s use of Commercially Reasonable Efforts to enforce such provisions of the Existing Ag Agreement.