(y) (a) Neither the Company nor any of its subsidiaries nor, to the knowledge of the
Company, any of their respective directors, officers, agents, employees or controlled affiliates is currently subject to or the target of any sanctions administered or enforced by the U.S. government (including but not limited to OFAC) or any other
relevant sanctions authorities (collectively, Sanctions), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
Cuba, Iran, North Korea, Syria, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, the so-called Donetsk Peoples Republic and the so-called Luhansk
Peoples Republic or any other covered region of Ukraine identified pursuant to Executive Order 14065) (each a Sanctioned Country).
(z) The Company and its subsidiaries own or possess adequate rights to use all patents, patent applications, trademarks, service marks, trade
names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems
or procedures) necessary for the conduct of their respective businesses, except where the failure to own or possess such rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the
knowledge of the Company, the use of such intellectual property in the conduct of their respective businesses does not conflict in any material respect with any such rights of others that, if determined adversely to the Company or any of its
subsidiaries, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;
(aa) The Company and its
subsidiaries have timely filed all material tax returns required to be filed through the date hereof (subject to any permitted extensions) and (i) the Company and its subsidiaries have paid all federal and state income taxes (other than with
respect to immaterial amounts being contested in good faith and for which adequate reserves, charges, and accruals have been made in accordance with GAAP in the Companys financial statements referred to in Section 1(q) hereto) and all
other material federal, state, local and foreign taxes (including estimated taxes, assessments, fines and penalties), in each case, required to be paid through the date hereof, and (ii) there is no material tax deficiency that has been, or
would reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets;
(bb) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all
declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as
described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to so possess or have made would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received written notice of any revocation or modification of any such license,
certificate, permit or authorization that, if determined adversely to the Company or any of its subsidiaries, would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect;
(cc) The Company and its subsidiaries (i) are, to the Companys knowledge, in compliance with any and all applicable federal, state,
local and foreign laws (including the common law), statutes, codes, ordinances, rules, regulations, decisions, binding policies and orders of a governmental authority having jurisdiction relating to the protection of human health (as it
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