Common use of Compliance; Governmental Authorizations Clause in Contracts

Compliance; Governmental Authorizations. Except as set forth on Schedule 4.23, the Company has complied within the last five (5) years and is presently in compliance in all material respects with all material Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business, including, without limitation, the Environmental Authorities, all Federal and state securities or "blue sky" laws, and all laws and regulations relating to occupational safety and health and the environment. Except as set forth on Schedule 4.23, the Company has all material authorizations, security clearances, consents, approvals, licenses and permits necessary to be obtained from Governmental Authorities in the conduct of its business as presently conducted and as currently proposed by the Company to be conducted, such authorizations, consents, approvals, licenses and permits are in full force 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 the Company, or threatened to revoke or limit any thereof. All of the Company's full-time and temporary personnel who provide services in a manner or of the type that require specific certifications or clearances have provided such services at all times while having such certifications or clearances in full force and effect. Neither the Company has nor, to the knowledge of the Company, any of its full-time or part-time personnel have, with respect to each of their activities, actions, or services for or on behalf of the Company, has been cited or alleged by the Environmental Authorities or other regulatory authority within the last five (5) years as failing to comply with regulatory requirements or guidelines.

Compliance; Governmental Authorizations. (i) Except as set forth on Schedule 4.232.1(l) of the Disclosure Schedule, the Company has and the Subsidiary, to the Company's Knowledge, have complied within the last five (5) years and is presently are in compliance in all material respects with all material Federal, state, local or and foreign laws, ordinances, regulations regulations, interpretations and orders applicable to it or its business, including, without limitation, the Environmental Authorities, all Federal and state securities or "blue sky" laws, and all laws and regulations (including those relating to disposal of materials, environmental protection and occupational safety and health) applicable to the Company or the Subsidiary or any of their respective businesses. There are no present or past conditions relating to the Company or the Subsidiary, or relating to any of the Company's or the Subsidiary's property or any appurtenances thereto or improvements thereon, that would reasonably be expected to lead to any material liability against, or have a Material Adverse Effect for violation of any health or safety laws. The Company has not received any written communication during the past five years from any governmental entity that alleges that the Company is not in compliance in any respect with any applicable Federal, state, local and foreign laws, ordinances, regulations, interpretations and orders. To the environment. Except as set forth on Schedule 4.23Company's Knowledge, the Company has and the Subsidiary have all material authorizationsFederal, security clearancesstate, consents, approvals, local and foreign governmental licenses and permits necessary to be obtained from Governmental Authorities in the conduct of its business their respective businesses as presently conducted and as currently proposed by the Company to be being conducted, such authorizations, consents, approvals, . Such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and thereof, no proceeding is pending or, to the best knowledge of the Company's Knowledge, or threatened threatened, to revoke or limit any thereof. All , and the Company does not know of any basis for any such proceeding and the consummation of the Company's fulltransactions contemplated in this Agreement will not result in the non-time and temporary personnel who provide services in a manner renewal, revocation or termination of the type that require specific certifications any such license or clearances have provided such services at all times while having such certifications or clearances in full force and effectpermit. Neither Except as set forth on Disclosure Schedule 2.1(l), the Company has norfiled, to in a timely manner, all reports required by the knowledge rules and regulations of the Company, any of its full-time or part-time personnel have, with respect to each of their activities, actions, or services for or on behalf of Securities and Exchange Commission (the Company, has been cited or alleged by the Environmental Authorities or other regulatory authority within the last five (5) years as failing to comply with regulatory requirements or guidelines"SEC").

Compliance; Governmental Authorizations. Except as set forth on Schedule 4.23, the The Company has complied within the last five (5) years and is presently in compliance in all material respects with all material Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business, including, without limitation, all quality requirements applicable to its business, the Environmental Authorities, all Federal and state securities or "?blue sky" ? laws, and all laws and regulations relating to occupational safety and health and the environment. Except as set forth on Schedule 4.23, the The Company has all material authorizations, security clearances, consents, approvals, licenses and permits necessary to be obtained from Governmental Authorities in the conduct of its business as presently conducted and as currently proposed by the Company to be conducted, such authorizations, consents, approvals, licenses and permits are in full force 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 the Company, or threatened to revoke or limit any thereof. All of the Company's Company?s full-time and temporary personnel who provide services in a manner or of the type that require specific certifications or clearances have provided such services at all times while having such certifications or clearances in full force and effect. Neither the Company has nor, to the knowledge of the Company, any of its full-time or part-time personnel havehas, with respect to each of their his or her activities, actions, or services for or on behalf of the Company, has been cited or alleged by the Environmental Authorities Authorities, Defense Investigative Service or other regulatory authority within the last five (5) years as failing to comply with regulatory requirements or guidelines.

Compliance; Governmental Authorizations. Except as set forth on Schedule 4.234.22, the Company has complied within the last five (5) years and is presently in compliance in all material respects with all material Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business, including, without limitation, the Environmental Authorities, all Federal and state securities securities, or "blue sky" laws, and all laws and regulations relating to occupational safety and health and the environment. Except as set forth on Schedule 4.234.22, the Company has all material authorizations, security clearances, consents, approvals, licenses licenses, and permits necessary to be obtained from Governmental Authorities in the conduct of its business as presently conducted and as currently proposed by the Company to be conducted, ; and such authorizations, consents, approvals, licenses licenses, and permits are in full force 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 the Company, or threatened to revoke or limit any thereof. All of the Company's full-time and temporary personnel who provide services in a manner or of the type that require specific certifications or clearances have provided such services at all times while having such certifications or clearances in full force and effect. Neither the Company has norhas, to the knowledge of the Company, nor any of its full-time or part-time personnel have, with respect to each of their activities, actions, or services for or on behalf of the Company, has been cited or alleged by the Environmental Authorities or other regulatory authority within the last five (5) years as failing to comply with regulatory requirements or guidelines.