Compliance with Laws, Generally. Each of the Permal Entities and the Company is, and for the past three (3) years has been, in compliance in all material respects with all applicable Laws (including the Advisers Act, ERISA, the Exchange Act, the Investment Company Act, the Securities Act, the Commodity Exchange Act, the rules and regulations of self-regulatory organizations and all other analogous applicable foreign, federal or state Laws). Except as set forth on [Section 5.12(a)] of the Permal Disclosure Schedule, no notices have been received by and no claims have been filed or, to the Knowledge of the Permal Contributor, threatened against any Permal Entity or the Company alleging a violation of any Laws.

Compliance with Laws, Generally. Each EnTrust Entity is, and for the past three (3) years has been, in compliance in all material respects with all applicable Laws (including the Advisers Act, ERISA, the Exchange Act, the Investment Company Act, the Securities Act, the Commodity Exchange Act, the rules and regulations of self-regulatory organizations and all other analogous applicable foreign, federal or state Laws). Except as set forth on [Section 4.12(a)] of the EnTrust Disclosure Schedule, no notices have been received by and no claims have been filed or, to the Knowledge of the EnTrust Contributor, threatened against any EnTrust Entity alleging a violation of any Laws.

Compliance Generally ​ and Employee intend that the payments and benefits provided under the Agreement to which this [Exhibit A] is attached will either be exempt from the application of, or comply with, the requirements of [Section 409A]. The Agreement is to be construed, administered, and governed in a manner that effects that intent and ​ will not take any action that is inconsistent with that intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out, or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Employee.

Covenant Compliance Generally. For purposes of determining compliance under [Article VIII], any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating consolidated net income in the most recent financial statements of the Borrower and its Subsidiaries delivered pursuant to [Section 8.2]. Notwithstanding the foregoing, for purposes of determining compliance with [Article VII], with respect to any covenant with respect to the amount of Indebtedness or investment in a currency other than Dollars, no breach of any basket contained therein shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or investment is incurred; provided, that for the avoidance of doubt, the result of any changes in rates of exchange occurring after the time such Indebtedness or investment is incurred shall otherwise apply in all other cases, including determining whether any additional Indebtedness or investment may be incurred at any time in accordance with [Article VII] and for purposes of calculating financial ratios in accordance with [Article VIII].

Compliance with Laws. Holdings, the Borrower and each other Restricted Subsidiary is in compliance with all applicable laws, including all orders and other restrictions imposed by any Governmental Authority, in respect of the conduct of its business and the ownership and operation of its properties (including compliance with all Environmental Laws), except where such failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

The Company is and has been in compliance with all laws, statutes, rules, ordinances and regulations promulgated by any governmental body and all judgments applicable to the operation of its business, to its employees or to its property. The Company has not received notice of any alleged violation (whether past or present and whether remedied or not), nor is the Company aware of any basis for any claim of any such violation, of any such law, statute, rule, ordinance, regulation or judgment.

Compliance with Laws. Each Party shall comply and shall ensure that its employees, agents, and independent contractors (including subcontractors) comply with all applicable Laws in the exercise of its rights and performance of its obligations under this Agreement. Without limiting the foregoing, each Party shall, at its sole expense, obtain and maintain during the Term all certifications, credentials, authorizations, licenses, and permits necessary to conduct that portion of its business relating to the Commercialization of the Products, as applicable.

Compliance With Laws. The Company and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property if failure to comply therewith could reasonably be expected to have a Material Adverse Effect.

Compliance with Laws. Seller represents and warrants that the Company has complied in all material respects with and is currently complying in all material respects with all applicable federal state and local statutes, regulations, ordinances, permits and all orders, judgments and decrees.

. Each Loan Party and each Subsidiary thereof is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which # such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or # the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.