(h) In the last two (2) years, neither the Company nor any of its Subsidiaries has been
a distributing corporation or a controlled corporation within the meaning of Section 355(a)(1)(A) of the Code in a distribution intended to qualify for tax-free treatment under
Section 355 of the Code.
Notwithstanding any other provision of this Agreement, it is agreed and understood that no representation
or warranty is made by the Company in this Agreement with respect to Taxes, other than the representations in Section 4.4, Section 4.11, Section 4.16 and this Section 4.12.
4.13. Litigation. Except as would not reasonably be expected to have, individually or in the aggregate,
a Company Material Adverse Effect, since June 30, 2018, (a) none of the Company, its Subsidiaries or the Assets is subject to any Order, and (b) there is no audit, investigation, charge, complaint, claim, action, suit, arbitration,
prosecution, proceeding, hearing or, to the Knowledge of the Company, inquiry or investigation, of any nature (civil, criminal, regulatory or otherwise) in Law or in equity (Litigation), of, before or in any, Governmental
Authority, court or quasi-judicial or administrative agency or official of any federal, state, local or foreign jurisdiction, arbitrator or mediator, pending, or, to the Knowledge of the Company, threatened against or affecting any of the Company,
its Subsidiaries or the Assets.
4.14. Compliance with Laws; Permits.
(a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,
the Company and each of its Subsidiaries are, and since June 30, 2017 have been, in compliance in all material respects with all applicable federal, state, local and foreign laws (including common law), statutes, codes, ordinances, rules,
regulations, judgments, Orders, injunctions, decrees or agency requirements of Governmental Authorities (collectively, Laws). Since June 30, 2017, neither the Company nor any of its Subsidiaries has received any written notice or,
to the Knowledge of the Company, other communication from any Governmental Authority regarding any actual or alleged failure to comply with any Law in any material respect.
(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,
the Company and its Subsidiaries hold all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Authority necessary for the Company and its Subsidiaries to own,
lease and operate their properties and assets, and to carry on and operate their businesses as currently conducted.
(c)
Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company or its Subsidiaries, or to the Knowledge of the Company, any director, officer, employee or agent of the
Company or any of its Subsidiaries, in each case, acting on behalf of the Company or any of its Subsidiaries, has in the past three years, directly or indirectly, (i) used any funds of the Company or any of its Subsidiaries for unlawful
contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political
parties or campaigns from funds of the Company or any of its Subsidiaries or (iii) violated or is in violation of applicable Bribery Legislation. The Company and its Subsidiaries maintain and, since June 30, 2017, have maintained books and
records that are accurate in all material respects, and adhere and, since June 30, 2017, have adhered to a system of commercially reasonable policies, procedures, and internal controls, in each case as required by applicable Bribery
Legislation.
(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material
Adverse Effect, since June 30, 2017, the Company, its Subsidiaries and their respective officers, managers, employees and, to the Knowledge of the Company, agents and third-party representatives acting on their behalf have at all times
conducted their businesses in all material respects in accordance with U.S. and non-U.S. economic sanctions Laws, including those administered by the Office of Foreign Assets Control of the U.S. Department of
the Treasury (OFAC), the U.S. Department of State, the United Nations
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