Common use of Compliance; Governmental Authorizations and Consents Clause in Contracts

Compliance; Governmental Authorizations and Consents. Except as set ---------------------------------------------------- forth in Section 3.1(r) of the Disclosure Schedule, DCI has complied and is presently in compliance in all material respects with all Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business (including, without limitation, laws, ordinances, regulations and orders applicable to labor, employment and employment practices, terms and conditions of employment and wages and hours). DCI has all Federal, state, local and foreign governmental licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements necessary in the conduct of its business as presently conducted; such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements are in full force and effect (except where such failure to be in full force and effect would not have a DCI Material Adverse Effect); and no violations are or have been recorded in respect of any thereof and no proceeding is pending or, to the knowledge of DCI or the Stockholders, threatened to revoke or limit any thereof. Section 3.1(r) of the Disclosure Schedule contains a true and complete list of all such governmental licenses, authorizations, consents, approvals, permits, orders, decrees and other compliance agreements under which DCI is operating or bound; DCI is not in default, or, to the knowledge of DCI and the Stockholders, alleged to be in default, under any thereof; and DCI has furnished to Parent true and complete copies thereof. None of such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements shall be affected in any material respect by the Merger or the transactions contemplated hereby.

Compliance; Governmental Authorizations and Consents. Except as set ---------------------------------------------------- forth in Section 3.1(r) of the Disclosure Schedule, DCI The Company has complied and is presently in compliance in all material respects with all Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business (including, without limitation, laws, ordinances, regulations and orders applicable to labor, employment and employment practices, terms and conditions of employment and wages and hours). DCI The Company has all Federal, state, local and foreign governmental licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements necessary in the conduct of its business as presently conducted; conducted except where the failure to have any one of the foregoing would not have a Company Material Adverse Effect, such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements are in full force and effect (except where such failure to be in full force and effect would not have a DCI Material Adverse Effect); and effect, no violations are or have been recorded in respect of any thereof except where such violations would not have a Company Material Adverse Effect and no proceeding is pending or, to the knowledge of DCI or the StockholdersCompany, threatened to revoke or limit any thereof. Section 3.1(r) of the Company Disclosure Schedule contains a true and complete list of all such governmental licenses, authorizations, consents, approvals, permits, orders, decrees and other compliance agreements under which DCI the Company is operating or bound; DCI , the Company is not in default, or, to the knowledge of DCI and the Stockholders, default or alleged to be in default, default under any thereof; thereof and DCI the Company has furnished to Parent true and complete copies thereof. None of such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements shall be affected in any material respect by the Merger or the transactions contemplated hereby.

Compliance; Governmental Authorizations and Consents. (i) Except as set ---------------------------------------------------- forth in Section 3.1(r) of the Disclosure Schedule, DCI MarketSource has complied and is presently in compliance in all material respects with all Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business the operation of the 360 Youth Business (including, without limitation, laws, ordinances, regulations and orders applicable to labor, employment and employment practices, terms and conditions of employment and wages and hours). DCI ; (ii) MarketSource has all Federal, state, local and foreign governmental licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements necessary in the conduct of its business the 360 Youth Business as presently conducted or as proposed to be conducted; , such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements are in full force and effect (except where such failure to be in full force and effect would not have a DCI Material Adverse Effect); and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or, to the knowledge of DCI or the StockholdersMarketSource, threatened to revoke or limit any thereof. , except to the extent that the failure to have any such license, consent, approval, authorization, permit, order, decree or other compliance agreement, to maintain the same in full force and effect or to be in compliance therewith would not, either individually or in the aggregate, have a 360 Youth Material Adverse Effect; and (iii) Section 3.1(r) of the Disclosure Schedule contains a true and complete list of all such governmental licenses, authorizations, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements relating in any manner to, or used in the operation of, the 360 Youth Business under which DCI MarketSource is operating or bound; DCI , MarketSource is not in default, or, to the knowledge of DCI and the Stockholders, default or alleged to be in default, default under any thereof; thereof and DCI MarketSource has furnished to Parent Alloy true and complete copies thereof. None of such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements shall be affected in any material respect by the Merger or the transactions contemplated herebyhereby or by any of the Related Agreements.

Compliance; Governmental Authorizations and Consents. Except as set ---------------------------------------------------- forth in Section 3.1(r(i) Each of the Disclosure ScheduleCompany and 00xx Xxxxxx Productions has, DCI has since the acquisition of the Company by the Stockholders, complied and is presently in compliance in all material respects with and, to the Knowledge of the Stockholder, each of the Company and 00xx Xxxxxx Productions previously complied with in all material respects, in each case with all Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business (including, without limitation, laws, ordinances, regulations and orders applicable to labor, employment and employment practices, terms and conditions of employment and wages and hours)) except with respect to such laws, ordinance, regulations and orders, the failure to comply with which could not have a Company Material Adverse Effect. DCI Each of the Company and 00xx Xxxxxx Productions has all Federalfederal, state, local and foreign governmental licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements necessary in the conduct of its business as presently conducted or as proposed to be conducted; , except for such governmental licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements, the failure to obtain of which could not have a Company Material Adverse Effect, all such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements are in full force and effect (except where such failure to be in full force and effect would not have a DCI Material Adverse Effect); and effect, no violations are or have been recorded in any material respect in respect of any thereof and no proceeding is pending or, to the knowledge Knowledge of DCI or the StockholdersCompany, threatened to revoke or limit any thereof. Section 3.1(r) of the Company Disclosure Schedule contains a true and complete list of all such governmental licenses, authorizations, consents, approvals, permits, orders, decrees and other compliance agreements under which DCI the Company or 00xx Xxxxxx Productions is operating or bound; DCI . Neither the Company nor 00xx Xxxxxx Productions is not in default, or, to the knowledge of DCI and the Stockholders, default or alleged to be in default, default in any material respect under any thereof; thereof and DCI the Company has furnished to Parent true and complete copies thereof. None of such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements shall be affected in any material respect by the Merger or the transactions contemplated hereby. (ii) The Company is the "ultimate parent entity" of the "acquired person" (as such terms are defined in 16 C.F.R. Section 801.1 and 802.2, respectively) in connection with the transactions contemplated by this Agreement, the Certificate of Merger and the Related Agreements, and the "annual net sales" and "total assets," in each case determined in accordance with 16 C.F.R. 801.11 of such "acquired person," are in each case, less than $10,000,000. Accordingly, no filing by the Company with the Federal Trade Commission and the Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, is required in connection with this Agreement or the Merger.

Compliance; Governmental Authorizations and Consents. Except as set ---------------------------------------------------- forth in Section 3.1(r(i) Schedule 3.1(r)(i) of the Disclosure Schedule, DCI Schedule contains a true and complete list of each jurisdiction in which Seller is authorized to do business. Seller has complied and is presently in compliance in all material respects with all Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business (including, without limitation, laws, ordinances, regulations and orders applicable to labor, employment and employment practices, terms and conditions of employment and wages and hours). DCI ; (ii) Seller has all Federal, state, local and foreign governmental licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements necessary in the conduct of its business the Business as presently conducted or as proposed to be conducted; , such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements are in full force and effect (except where such failure to be in full force and effect would not have a DCI Material Adverse Effect); and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or, to the knowledge of DCI or the StockholdersSeller, threatened to revoke or limit any thereof. ; and (iii) Section 3.1(r3.1(r)(iii) of the Disclosure Schedule contains a true and complete list of all such governmental licenses, authorizations, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements under which DCI Seller is operating or bound; DCI , Seller is not in default, or, to the knowledge of DCI and the Stockholders, default or alleged to be in default, default under any thereof; thereof and DCI Seller has furnished to Parent Buyer true and complete copies thereof. None of such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements shall be affected in any material respect by the Merger or the transactions contemplated herebyhereby or by any of the Related Agreements.

Compliance; Governmental Authorizations and Consents. Except as set ---------------------------------------------------- forth in on Section 3.1(r) of the Disclosure Schedule, DCI CASS has complied and is presently in compliance in all material respects with all Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business as presently conducted (including, without limitation, laws, ordinances, regulations and orders applicable to labor, employment and employment practices, terms and conditions of employment and wages and hours)) except where such failure to comply would not have a CASS Material Adverse Effect. DCI CASS has all Federal, state, local and foreign governmental licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements necessary in the conduct of its business as presently conducted; , such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements are in full force and effect (except where such failure to be in full force and or effect would not have a DCI CASS Material Adverse Effect); and , no violations are or have been recorded in respect of any thereof and no proceeding is pending or, to the best knowledge of DCI CASS or the StockholdersStockholder, threatened to revoke or limit any thereof. Section 3.1(r) of the Disclosure Schedule contains a true and complete list of all such governmental licenses, authorizations, consents, approvals, permits, orders, decrees and other compliance agreements under which DCI CASS is operating or bound; DCI , CASS is not in default, default or, to the knowledge of DCI CASS and the StockholdersStockholder, alleged to be in default, default under any thereof; thereof and DCI CASS has furnished to Parent Alloy true and complete copies thereof. None of such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements shall be affected in any material respect by the Merger or the transactions contemplated hereby.

Compliance; Governmental Authorizations and Consents. (i) Except as set ---------------------------------------------------- forth in Section 3.1(r) 3.1.M of the Disclosure Schedule, DCI FTC has complied and is presently in compliance in all material respects with all Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business the operation of OptiCon (including, without limitation, laws, ordinances, regulations and orders applicable to labor, employment and employment practices, terms and conditions of employment and wages and hours). DCI ; (ii) FTC has all Federal, state, local and foreign governmental licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements necessary in the conduct of its business OptiCon as presently conducted or as proposed to be conducted; , such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements are in full force and effect (except where such failure to be in full force and effect would not have a DCI Material Adverse Effect); and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or, to the knowledge of DCI or the StockholdersFTC, threatened to revoke or limit any thereof. , except to the extent that the failure to have any such license, consent, approval, authorization, permit, order, decree or other compliance agreement, to maintain the same in full force and effect or to be in compliance therewith would not, either individually or in the aggregate, have a OptiCon Material Adverse Effect; and (iii) Section 3.1(r) 3.1.M of the Disclosure Schedule contains a true and complete list of all such governmental licenses, authorizations, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements relating in any manner to, or used in the operation of, OptiCon under which DCI FTC is operating or bound; DCI , FTC is not in default, or, to the knowledge of DCI and the Stockholders, default or alleged to be in default, default under any thereof; thereof and DCI FTC has furnished to Parent OPTICON true and complete copies thereof. None of such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements shall be affected in any material respect by the Merger or the transactions contemplated herebyhereby or by any of the Related Agreements.

Compliance; Governmental Authorizations and Consents. (i) Except as set ---------------------------------------------------- forth in Section 3.1(r) 3.1.M of the Disclosure Schedule, DCI CCS has complied and is presently in compliance in all material respects with all Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business the operation of OptiCon (including, without limitation, laws, ordinances, regulations and orders applicable to labor, employment and employment practices, terms and conditions of employment and wages and hours). DCI ; (ii) CCS has all Federal, state, local and foreign governmental licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements necessary in the conduct of its business OptiCon as presently conducted or as proposed to be conducted; , such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements are in full force and effect (except where such failure to be in full force and effect would not have a DCI Material Adverse Effect); and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or, to the knowledge of DCI or the StockholdersCCS, threatened to revoke or limit any thereof. , except to the extent that the failure to have any such license, consent, approval, authorization, permit, order, decree or other compliance agreement, to maintain the same in full force and effect or to be in compliance therewith would not, either individually or in the aggregate, have a FUTURETECH Material Adverse Effect; and (iii) Section 3.1(r) 3.1.M of the Disclosure Schedule contains a true and complete list of all such governmental licenses, authorizations, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements relating in any manner to, or used in the operation of OptiCon under which DCI CCS is operating or bound; DCI , CCS is not in default, or, to the knowledge of DCI and the Stockholders, default or alleged to be in default, default under any thereof; thereof and DCI CCS has furnished to Parent FUTURETECH true and complete copies thereof. None of such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements shall be affected in any material respect by the Merger or the transactions contemplated herebyhereby or by any of the Related Agreements.

Compliance; Governmental Authorizations and Consents. Except as set ---------------------------------------------------- forth in Section 3.1(r(i) of the Disclosure Schedule, DCI The Company has complied and is presently in compliance in all material respects with all Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business (including, without limitation, laws, ordinances, regulations and orders applicable to labor, employment and employment practices, terms and conditions of employment and wages and hours). DCI The Company has all Federal, state, local and foreign governmental licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements necessary in for the conduct of its business as presently conducted or as proposed to be conducted; , such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements are in full force and effect (except where such failure to be in full force and effect would not have a DCI Material Adverse Effect); and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or, to the best knowledge of DCI or the Company and the Management Stockholders, threatened to revoke or limit any thereof. Section 3.1(r) of the Company Disclosure Schedule contains a true and complete list of all such governmental licenses, authorizations, consents, approvals, permits, orders, decrees and other compliance agreements under which DCI the Company is operating or bound; DCI , the Company is not in default, or, to the knowledge of DCI and the Stockholders, default or alleged to be in default, default under any thereof; thereof and DCI the Company has furnished to Parent true and complete copies thereof. None of such licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements shall be affected in any material respect by the Merger or the transactions contemplated hereby. (ii) The Company is the "ultimate Parent entity" of the "acquired person" (as such terms are defined in 16 Code of Federal Regulations ("C.F.R.") Section 801.1 and 802.2, respectively) in connection with the transactions contemplated by this Agreement, the Agreement of Merger and the Related Agreements, and the "annual net sales" and "total assets," in each case determined in accordance with 16 C.F.R.