Common use of Business; Compliance with Laws Clause in Contracts

Business; Compliance with Laws. The Company has all material franchises, permits, licenses, orders, approvals and all other rights and privileges necessary to permit it to own its property and to conduct its business as it is presently conducted and as it is presently contemplated to be conducted (collectively, "Permits"). Such Permits are in full force and effect. The Company is not in violation in any respect of any Requirement of Law, Judgment or Permit. The Company is in compliance, in all respects, with all material federal, state and local laws and regulations (including all applicable environmental laws and regulations, whether material or immaterial) relating to its business as presently conducted. Neither the Company nor any officer or director of the Company has been (a) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for its or his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) subject to any Judgment (not subsequently reversed, suspended or vacated) permanently or temporarily enjoining it or him from, or otherwise imposing limits or conditions on its or his, engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated any federal or state commodities, securities or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.

Business; Compliance with Laws. The Company has all material franchises, permits, licenses, orders, approvals licenses and all other rights and privileges necessary to permit it to own its property and to conduct its business as it is presently conducted by the Company except where the failure to possess such rights and as it is presently contemplated privileges would not be reasonably likely to be conducted (collectively, "Permits"). Such Permits are in full force and effecthave a Material Adverse Effect. The Company is not in violation violation, in any respect respect, of any Requirement law, regulation, authorization or order of Law, Judgment any public authority except for violations which individually or Permitin the aggregate would not be reasonably likely to have a Material Adverse Effect. The Company is in compliance, in all material respects, with all material federal, state and local laws and regulations (including all applicable environmental laws and regulations, whether material or immaterialexcluding any Environmental Laws addressed in Section 2.18) relating to its business as presently conducted, other than instances of non-compliance which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect. Neither the Company nor any officer or director Company, the Founder nor, to the best knowledge of the Company and the Founder, any of their respective affiliates has been been: (a) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for its or his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) subject b)subject to any Judgment order, judgment, or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining it or him from, or otherwise imposing limits or conditions on its or his, engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; or (dc) found by a court of competent jurisdiction in a civil action or by the SEC Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal or state commodities, securities or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated; or (d) has had a petition under the Bankruptcy Reform Act of 1978, as amended, or any state insolvency law filed by or against any of them, or has had a receiver, fiscal agent or similar officer appointed by a court for any of their business or property or any partnership in which any of them was a general partner at or within two years before the time of such filing, or any corporation or business association of which any of them was an officer, director or stockholder at or within two years before the time of such filing.

Business; Compliance with Laws. The Except as disclosed in Schedule ------------------------------ -------- 2.15, the Company has all material franchises, permits, licenses, orders, approvals licenses and all other rights and ---- privileges necessary to permit it to own its property and to conduct its business as it is presently conducted by the Company except where the failure to possess such rights and as it is presently contemplated to be conducted (collectively, "Permits"). Such Permits are in full force and effectprivileges would not have a material adverse effect on the Company. The Company is not in violation material violation, in any respect respect, of any Requirement material law, regulation, authorization or order of Law, Judgment or Permitany public authority. The Company is in compliance, in all material respects, with all material federal, state and local laws and regulations (including all applicable environmental laws and regulations, whether material or immaterial) relating to its business as presently conducted, except as disclosed in Schedule 2.15. The ------------- Company believes that the relationships of the Company with its major customers and its suppliers are good commercial working relationships, and, except as set forth on Schedule 2.15, within the last three years no customer that has paid ------------- the Company or is under contract to pay the Company $100,000 or more has terminated its relationship with the Company and the Company has not received any notice within the last two years from any such customers or suppliers of their intention to terminate, or otherwise modify such relationships in a manner which could have a material adverse effect on the Company. Neither the Company nor the Founders or any officer or director of the Company their respective affiliates has been been: (a) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for its or his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (cb) subject to any Judgment order, judgment, or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining it or him from, or otherwise imposing limits or conditions on its or his, engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; or (dc) found by a court of competent jurisdiction in a civil action or by the SEC Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal or state commodities, securities or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.

Business; Compliance with Laws. The Except as disclosed in Schedule 2.15 and after giving effect to the Acquisitions, the Company has all material necessary franchises, permits, licenses, orders, approvals licenses and all other rights and privileges necessary to permit it to own its property and to conduct its business as it is presently conducted and as it is presently contemplated to be conducted (collectively, "Permits"). Such Permits are in full force and effectconducted. The Company is not in violation violation, in any respect respect, of any Requirement law, regulation, authorization or order of Law, Judgment or Permitany public authority. The Company is in compliance, in all material respects, with all material federalfederal (including all laws and regulations of the Federal Communications Commission ("FCC")), state and local laws and regulations (including all applicable environmental laws and regulations, whether material or immaterial) relating to its business as presently conducted, except as disclosed in Schedule 2.15, and has been approved as an NRTC franchisee and NRTC Affiliate Member. Neither the Company nor any officer or director of the Company its affiliates has been been: (a) subject to a voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for its or his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) subject to any Judgment order, judgment, or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining it it, him or him her from, or otherwise imposing limits or conditions on its its, his or hisher, engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by the SEC Securities and Exchange Commission or the Commodity Futures Trading Commission Commision to have violated any federal or state commodities, securities or unfair trade practices lawlaw or regulations of any regulatory agency, which such judgment or finding has not been subsequently reversed, suspended, suspended or vacated.

Business; Compliance with Laws. The Company Seller has all material necessary franchises, ------------------------------ permits, licenses, orders, approvals licenses and all other rights and privileges necessary to permit it to own its property and to conduct its business the Business as it is presently conducted conducted, except for the absence of which, would not have a Material Adverse Effect. To Seller's Knowledge, Seller is currently and has heretofore been in compliance in all material respects with all federal, state, local and foreign laws, regulations and guidelines, including without limitation all laws, regulations and guidelines of the Food and Drug Administration to the extent applicable. Except as it is presently contemplated to be conducted (collectivelyset forth in Schedule 2.10, "Permits"). Such Permits are in full force and effect. The Company is not in violation in none of Seller, the Founders or any respect former ------------- subsidiary of any Requirement of Law, Judgment or Permit. The Company is in compliance, in all respects, with all material federal, state and local laws and regulations (including all applicable environmental laws and regulations, whether material or immaterial) relating to its business as presently conducted. Neither the Company nor any officer or director of the Company Seller has been been: (a) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for its or his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (cb) subject to any Judgment order, judgment, or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining it or him from, or otherwise imposing limits or conditions on its or his, his engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; or (dc) found by a court of competent jurisdiction in a civil action or by the SEC Securities and Exchange Commission ("SEC") or the Commodity Futures Trading Commission to have violated any federal or state commodities, securities or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated; or (d) involved in any other type of legal proceeding that would require the Founders to disclose such involvement under Item 401(f) of SEC Regulation S-K if the Founders were subject to such Regulation. The Seller is not subject to or bound by any agreement, judgment, decree or order which may materially and adversely affect any of the Subject Assets or the business, prospects or condition (financial or otherwise) of the Business.

Business; Compliance with Laws. The Company has all material necessary franchises, permits, licenses, orders, approvals licenses and all other rights and privileges necessary to permit it to own its property and to conduct its business as it is presently conducted and as it is presently contemplated to be conducted (collectively, "Permits"). Such Permits are in full force and effectconducted. The Company is not in violation the business of, and does not have any plans to enter the business of (i), directly or indirectly, purchasing, collecting or servicing, or assisting third parties in any respect the business of any Requirement of Lawpurchasing, Judgment collecting or Permitservicing, accounts receivable or other indebtedness attributable to consumers which are in default or (ii) making or creating loans. The Company is currently and has heretofore been in compliance, compliance in all respects, material respects with all material federal, state state, local and local laws and regulations (including all applicable environmental foreign laws and regulations, whether material or immaterial) including, without limitation, all applicable laws and regulations relating to its business as presently conductedbanking, debt collection or reporting practices. Neither None of the Company nor or any of the Founding Stockholders, or any executive officer or director of the Company Company, or any affiliate of any of the foregoing has, at any time within the past five (5) years: (i) filed, or has been (a) subject to voluntary or involuntary had filed against any such person, a petition under the federal bankruptcy laws or any state insolvency law laws or the appointment of has had a receiver, fiscal agent or similar officer appointed by a court for its or his the business or propertyproperty of any such person, or any partnership of which any such person was a general partner at or within two (2) years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two (2) years prior to such filing; (bii) been convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (ciii) been subject to any Judgment order, judgment, or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining it or him from, or otherwise imposing limits or conditions on its or his, his engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; or (div) been found by a court of competent jurisdiction in a civil action or by the SEC Securities and Exchange Commission (the "Commission") or the Commodity Futures Trading Commission or similar state agency to have violated any federal or state commodities, securities or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.; or (v) taken any action, been a party to or subject to any proceeding or been otherwise involved in any matter which, if the Company were to file a registration statement on Form S-1 with the Commission on the date hereof, would be required to be disclosed pursuant to Item 401(f) or Item 401(g) of Regulation S-K.

Business; Compliance with Laws. The Except as disclosed in Schedule 2.15, the Company has all material necessary franchises, permits, licenses, orders, approvals licenses and all other rights and privileges necessary to permit it to own its property and to conduct its business as it is presently conducted and as it is presently contemplated to be conducted (collectively, "Permits"). Such Permits are in full force and effectconducted. The Company is not in violation violation, in any respect respect, of any Requirement law, regulation, authorization or order of Law, Judgment or Permitany public authority. The Company is in compliance, in all material respects, with all material federalfederal (including all laws and regulations of the Federal Communications Commission), state and local laws and regulations (including all applicable environmental laws and regulations, whether material or immaterial) relating to its business as presently conducted, except as disclosed in Schedule 2.15, and has been approved as an NRTC franchisee and NRTC Affiliate Member. Neither the Company nor any officer or director of the Company its affiliates has been been: (a) subject to a voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for its or his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) subject to any Judgment order, judgment, or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining it it, him or him her from, or otherwise imposing limits or conditions on its its, his or hisher, engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by the SEC Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal or state commodities, securities or unfair trade practices lawlaw or regulations of any regulatory agency, which such judgment or finding has not been subsequently reversed, suspended, suspended or vacated.

Business; Compliance with Laws. The Company has Sellers have all material necessary ------------------------------ franchises, permits, licenses, orders, approvals licenses and all other rights and privileges necessary to permit it them to own its their property and to conduct its business the Business as it is presently conducted conducted. Sellers are currently and have heretofore been in compliance in all material respects with all federal, state, local and foreign laws, regulations and guidelines, including without limitation all laws, regulations and guidelines of the Food and Drug Administration, the Federal Trade Commission, the Federal Communications Commission, the American Medical Association and the Pharmaceutical Marketing Association, in each case to the extent applicable. Except as it is presently contemplated to be conducted (collectivelyset forth in Schedule 2.10, "Permits"). Such Permits are in full force and effect. The Company is not in violation in none of Sellers, the Stockholder or any respect ------------- former subsidiary of any Requirement of Law, Judgment or Permit. The Company is in compliance, in all respects, with all material federal, state and local laws and regulations (including all applicable environmental laws and regulations, whether material or immaterial) relating to its business as presently conducted. Neither the Company nor any officer or director of the Company Seller has been been: (a) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for its or his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (cb) subject to any Judgment order, judgment, or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining it or him her from, or otherwise imposing limits or conditions on its or his, her engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; or (dc) found by a court of competent jurisdiction in a civil action or by the SEC Securities and Exchange Commission ("SEC") or the Commodity Futures Trading Commission to have violated any federal or state commodities, securities or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated; or (d) involved in any other type of legal proceeding that would require the Stockholder to disclose such involvement under Item 401(f) of SEC Regulation S-K if the Stockholder were subject to such Regulation. The Sellers are not subject to or bound by any agreement, judgment, decree or order which may materially and adversely affect any of the Subject Assets or the business, prospects or condition (financial or otherwise) of the Business.