Common use of Compliance; Licenses and Permits Clause in Contracts

Compliance; Licenses and Permits. 4.17.1. Intek has all requisite corporate power and authority, and all permits, licenses, tariffs, orders and approvals of governmental and administrative authorities which are Material, to own, lease and operate its properties and to carry on its business as presently or previously conducted. All such presently existing permits, licenses, tariffs, orders and approvals Material to the conduct of the business of Intek are in full force and effect, and no suspension or cancellation of any of them is pending or, to the best of Intek's knowledge, threatened. 4.17.2. Intek has complied in all respects with, and is not in violation in any respect of, all or any Legal Requirements applicable to the business of Intek as presently or previously conducted, or as currently proposed to be conducted except where such non-compliance or violation has not had, and could not reasonably be expected to have, a Material adverse effect upon Intek. Intek (including to the best of Intek's knowledge all applicable employees) has all Permits which are required for the conduct of its business presently or previously conducted by Intek, which Permits are in full force and effect, and no violations are outstanding or uncured with respect to any such Permits and no proceeding is pending or, to the best of Intek's knowledge, threatened to revoke or limit any thereof. No condition or event has occurred which, with notice or the passage of time or both, would constitute a violation of a Legal Requirement or Permit except where such noncompliance or violation has not had, and could not reasonably be expected to have, a Material adverse effect upon Intek. To the best of Intek's knowledge, its current and currently contemplated activities will not violate any Legal Requirement in such a fashion as to have a Material adverse effect on Intek.

Compliance; Licenses and Permits. 4.17.13.10.1. Intek Acorn has all requisite corporate power and authority, and all permits, licenses, tariffs, orders and approvals of governmental and administrative authorities which are Material, to own, lease and operate its properties and to carry on its business as presently or previously conducted. All ; all such presently existing permits, licenses, tariffs, orders and approvals Material to the conduct of the business of Intek Acorn are listed in Schedule 3.10, are in full force and effect, and no suspension or cancellation of any of them is pending or, to the best of Intek's knowledge, or threatened. 4.17.23.10.2. Intek Acorn has complied in all respects with, and is not in violation in any respect of, all or any Legal Requirements (as defined below) applicable to the business of Intek Acorn as presently or previously conducted, or as currently proposed to be conducted conducted, except where such non-compliance or violation has not had, and could not reasonably be expected to have, a Material adverse effect upon IntekAcorn. Intek (including to the best of Intek's knowledge all applicable employees) Acorn has all Permits federal, state, local and foreign governmental tariffs, orders, licenses and permits (collectively, "Permits") which are required for the conduct of its business presently or previously conducted by IntekAcorn, which Permits are in full force and effect, and no violations are outstanding or uncured with respect to any such Permits and no proceeding is pending or, to the best of IntekAcorn's knowledge, threatened to revoke or limit any thereof. Acorn and the Shareholders have no knowledge or reason to know of any such Permits with respect to any Acorn employees that are not in full force and effect, or have violations outstanding or uncured with respect thereto, or any proceedings pending or threatened to revoke or limit any such Permits. No condition or event has occurred which, with notice or the passage of time or both, would constitute a violation of a Legal Requirement or Permit except where such noncompliance or violation has not had, and could not reasonably be expected to have, a Material adverse effect upon Intek. To the best of Intek's knowledge, its current and currently contemplated activities will not violate any Legal Requirement in such a fashion as to have a Material adverse effect on Intek.CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR

Compliance; Licenses and Permits. 4.17.1. Intek has all requisite corporate power (a) Except as set forth in Section 4.11(a) of the Disclosure Schedule, each of the Company and authorityits Subsidiaries is, and has for the last three (3) years been, in compliance with all permitsLaws applicable to the Company, licensesany of its Subsidiaries or their respective businesses or by which any property or asset of the Company or any of its Subsidiaries is bound, tariffsexcept for failures to comply with such Laws that, orders individually or in the aggregate, would not reasonably be expected to be material to the Company and approvals its Subsidiaries, taken as a whole. Except as set forth in Section 4.11(a) of the Disclosure Schedule or for matters that are finally resolved and no longer pending, neither the Company nor any of its Subsidiaries has received in the last three (3) years any written notice alleging a material violation of any Law applicable to the Company, any of its Subsidiaries or their respective businesses or by which any property or asset of the Company or any of its Subsidiaries is bound. (b) Each of the Company and its Subsidiaries holds, and has held for the last three (3) years, all federal, state, local and foreign governmental licenses and administrative authorities which permits (including those issued under Environmental Laws) that are Material, necessary to own, lease and operate its properties and to carry on its business conduct their respective businesses as presently being conducted, except for failures to have such licenses and permits that, individually or previously conducted. All such presently existing permitsin the aggregate, licenses, tariffs, orders and approvals Material would not reasonably be expected to be material to the conduct Company and its Subsidiaries, taken as a whole. Section 4.11(b)(i) of the business Disclosure Schedule lists all such licenses and permits. Except as set forth in Section 4.11(b)(ii) of Intek the Disclosure Schedule and except for breaches, violations, revocations, limitations, non-renewals and failures to be in full force and effect that, individually or in the aggregate, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) all such licenses and permits are in full force and effect, and (ii) no suspension material violations are or cancellation have been recorded in respect of any of them is pending orthereof, to the best of Intek's knowledge, threatened. 4.17.2. Intek has complied in all respects with, and is not in violation in any respect of, all or any Legal Requirements applicable to the business of Intek as presently or previously conducted, or as currently proposed to be conducted except where such non-compliance or violation has not had, and could not reasonably be expected to have, a Material adverse effect upon Intek. Intek (including to the best of Intek's knowledge all applicable employeesiii) has all Permits which are required for the conduct of its business presently or previously conducted by Intek, which Permits are in full force and effect, and no violations are outstanding or uncured with respect to any such Permits and no proceeding is pending or, to the best knowledge of Intek's knowledgethe Company, threatened in writing, to revoke or limit any thereof. No condition or event has occurred which, with notice or the passage of time or both, would constitute a violation of a Legal Requirement or Permit except where such noncompliance or violation has not had, and could not reasonably be expected to have, a Material adverse effect upon Intek. To (iv) the best consummation of Intek's knowledge, its current the Merger and currently the transactions contemplated activities by this Agreement will not violate result in the non-renewal, revocation or termination of any Legal Requirement in such a fashion as to have a Material adverse effect on Inteklicense or permit.

Compliance; Licenses and Permits. 4.17.1. Intek has all requisite corporate power and authority, and all permits, licenses, tariffs, orders and approvals of governmental and administrative authorities which are Material, to own, lease and operate its properties and to carry on its business ‌ (a) Except as presently or previously conducted. All such presently existing permits, licenses, tariffs, orders and approvals Material to the conduct of the business of Intek are in full force and effect, and no suspension or cancellation of any of them is pending or, to the best of Intek's knowledge, threatened. 4.17.2. Intek has complied in all respects with, and is not in violation in any respect of, all or any Legal Requirements applicable to the business of Intek as presently or previously conducted, or as currently proposed to be conducted except where such non-compliance or violation has not had, and could would not reasonably be expected to havehave a Company Material Adverse Effect, a Material adverse effect upon Intek. Intek each of the Company and its Subsidiaries is in compliance with all Laws applicable to the Company, any of its Subsidiaries or their respective businesses (including to (i) the best Communications Act of Intek's knowledge all applicable employees) has all Permits 1934, as amended, and the communications-related statutes of each state in which are required for the conduct Company or any of its business Subsidiaries operates; (ii) the rules, regulations, orders, and policies of the FCC and State PUCs and requirements of their FCC and State PUC licenses, permits and authorizations, (iii) any and all Universal Service Fund obligations and (iv) the Communications Assistance for Law Enforcement Act). (b) Each of the Company and its Subsidiaries holds all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights required by Governmental Entities and other third Persons (collectively, "Permits," a true, correct and complete list of which is contained in Section 3.12(b) of the Disclosure Schedule) that are necessary or required to conduct their respective businesses as presently or previously conducted by Intekbeing conducted, which except for such Permits the failure to hold would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have a Company Material Adverse Effect; (i) such Permits are in full force and effect, and (ii) no violations are outstanding or uncured with have been alleged in respect to of any such Permits and thereof, (iii) no proceeding is pending or, to the best knowledge of Intek's knowledgethe Company, threatened threatened, against the Company or any of its Subsidiaries in connection with the right to revoke operate under the Permits. Provided that the consents set forth in Section 3.4(b) are obtained, the consummation of the transactions contemplated herein will not violate or limit any thereof. No condition impair the Communications Licenses. (c) The Company and its Subsidiaries are the authorized legal holders or event has occurred whichotherwise have rights to all Permits issued by the FCC, with notice or State PUCs, Municipal Franchising Authorities (permits issued by the passage of time or bothFCC, would constitute a violation of a Legal Requirement or Permit except where such noncompliance or violation has not hadState PUCs, and could Municipal Franchising Authorities referred to as "Material Communications Licenses" or any other Governmental Entity that regulates telecommunications in each applicable jurisdiction held by the Company or its Subsidiaries (collectively, "Communications Licenses," a true, correct and complete list of which is contained in Section 3.12(c) of the Disclosure Schedule), and the Communications Licenses constitute all of the licenses from the FCC, the State PUCs, Municipal Franchising Authorities or any other Governmental Entity that regulates telecommunications in each applicable jurisdiction that are necessary or required for the operation of the businesses of the Company and its Subsidiaries as now conducted other than any such licenses (other than Material Communications Licenses), the absence of which would not reasonably be expected to havehave a Company Material Adverse Effect. All the Communications Licenses are valid and in full force and effect, a Material adverse effect upon Intekunimpaired by any material condition, except those conditions that may be contained within the terms of such Communications Licenses. To No action by or before the best FCC, any State PUC or any other Governmental Entity that regulates telecommunications in each applicable jurisdiction is pending or, to the knowledge of Intek's knowledgethe Company, threatened in which the requested remedy is (i) the revocation, suspension, cancellation, rescission or material modification or refusal to renew any of the Communications Licenses, or (ii) material fines and/or forfeitures. The Universal Service Administration Company has not initiated any inquiries, audits or other proceedings against the Company or its current and currently contemplated activities will not violate any Legal Requirement Subsidiaries and, to the knowledge of the Company, no such actions are threatened which, in such a fashion as each case, would reasonably be expected to have a Company Material adverse effect on IntekAdverse Effect, if not cured or otherwise responded to in the ordinary course of business.

Compliance; Licenses and Permits. 4.17.1. Intek has (a) Each of the Company and its Subsidiaries is in compliance in all requisite corporate power material respects with all Laws and authority, Orders applicable to the Company and all permits, licenses, tariffs, orders its Subsidiaries and approvals of governmental and administrative authorities which are Material, to own, lease and operate its their respective properties and assets. (b) Neither the Company, its Subsidiaries, nor any of their respective Affiliates, executive officers or directors (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) or on any other similar list maintained by OFAC pursuant to carry on any authorizing statute, executive order or regulation; (ii) is otherwise a party with whom, or has its principal place of business or the majority of its business operations (measured by revenues) located in a country in which, transactions are prohibited by (A) United States Executive Order 13224, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism; (B) the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001; (C) the United States Trading with the Enemy Act of 1917; (D) the United States International Emergency Economic Powers Act of 1977 or (E) the foreign asset control regulations of the United States Department of the Treasury; (iii) has been convicted of or charged with a felony relating to money laundering; or (iv) is under investigation by any governmental authority for money laundering. (c) Each of the Company and its Subsidiaries holds all federal, state, provincial, municipal, local and foreign governmental licenses and permits that are necessary to conduct their respective businesses as presently being conducted, except for such licenses and permits the failure to hold which would not, individually or previously conductedin the aggregate, reasonably be expected to have a Company Material Adverse Effect. All Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) such presently existing permits, licenses, tariffs, orders licenses and approvals Material to the conduct of the business of Intek permits are in full force and effect, and no suspension or cancellation of any of them is pending or, to the best of Intek's knowledge, threatened. 4.17.2. Intek has complied in all respects with, and is not in violation in any respect of, all or any Legal Requirements applicable to the business of Intek as presently or previously conducted, or as currently proposed to be conducted except where such non-compliance or violation has not had, and could not reasonably be expected to have, a Material adverse effect upon Intek. Intek (including to the best of Intek's knowledge all applicable employeesii) has all Permits which are required for the conduct of its business presently or previously conducted by Intek, which Permits are in full force and effect, and no violations are outstanding or uncured with have been recorded in respect to of any such Permits thereof and (iii) no proceeding is pending or, to the best knowledge of Intek's knowledgethe Company, threatened to revoke or limit any thereof. No condition or event has occurred which, with notice or the passage of time or both, would constitute a violation of a Legal Requirement or Permit except where such noncompliance or violation has not had, and could not reasonably be expected to have, a Material adverse effect upon Intek. To the best of Intek's knowledge, its current and currently contemplated activities will not violate any Legal Requirement in such a fashion as to have a Material adverse effect on Intek.

Compliance; Licenses and Permits. 4.17.1. 3.23.1 Intek has all requisite corporate power and authority, and all permits, licenses, tariffs, orders and approvals of governmental and administrative authorities which are Material, to own, lease and operate its properties and to carry on its business as presently or previously conducted. All ; all such presently existing permits, licenses, tariffs, orders and approvals Material to the conduct of the business of Intek are listed in Schedule 3.23.1, are in full force and effect, and no suspension or cancellation of any of them is pending or, to the best Knowledge of Intek's knowledge, threatened. 4.17.2. 3.23.2 Intek has complied in all respects with, and is not in violation in any respect of, all or any Legal Requirements applicable to the business of Intek as presently or previously conducted, or as currently proposed to be conducted except where such non-compliance or violation has not had, and could not reasonably be expected to have, a Material adverse effect upon Intek. Intek (including to the best of Intek's knowledge Knowledge all applicable employees) has all Permits which are required for the conduct of its business presently or previously conducted by Intek, which Permits are in full force and effect, and no violations are outstanding or uncured with respect to any such Permits and no proceeding is pending or, to the best Knowledge of Intek's knowledge, threatened to revoke or limit any thereof. No condition or event has occurred which, with notice or the passage of time or both, would constitute a violation of a Legal Requirement or Permit except where such noncompliance or violation has not had, and could not reasonably be expected to have, a Material adverse effect upon Intek. Intek's subsidiary, Brokerage Administrators Corporation, will be or is licensed pursuant to requirements of the SEC to conduct certain of its activities. To the best Knowledge of Intek's knowledge, Intek its current and currently contemplated proposed activities will not violate any Legal Requirement proposed to be adopted, in such a fashion as to have a Material adverse effect on IntekProtocall.

Compliance; Licenses and Permits. 4.17.1. Intek has all requisite corporate power and authority, and all permits, licenses, tariffs, orders and approvals of governmental and administrative authorities which are Material, to own, lease and operate its properties and to carry on its business (a) Except as presently or previously conducted. All such presently existing permits, licenses, tariffs, orders and approvals Material to the conduct set forth in Section 4.11(a) of the business of Intek are Company Disclosure Schedule, since October 1, 2010, the Business has been and is being conducted by the Company or its Subsidiaries in full force and effect, and no suspension or cancellation of any of them is pending or, to the best of Intek's knowledge, threatened. 4.17.2. Intek has complied compliance in all material respects with, and is not in violation in any respect of, with all or any Legal Requirements Laws applicable to the business Company or its Subsidiaries or by which any of Intek as presently or previously conductedtheir respective properties are bound and any regulation issued under any of the foregoing and neither the Company nor any of its Subsidiaries has been notified in writing by any Governmental Authority of any violation, or as currently proposed to be conducted except where such non-compliance or violation has not had, and could not reasonably be expected to have, a Material adverse effect upon Intek. Intek (including to the best of Intek's knowledge all applicable employees) has all Permits which are required for the conduct of its business presently or previously conducted by Intek, which Permits are in full force and effect, and no violations are outstanding or uncured any investigation with respect to any such Permits Law, including Laws enforced by the United States Food and no proceeding is pending Drug Administration (the “FDA”), the European Medicines Agency (“EMA”) and other comparable Governmental Authorities, other than any such violations or investigations that are immaterial to the Business. (b) Except as set forth in Section 4.11(b) of the Company Disclosure Schedule, the Company and its Subsidiaries have, or have contracted with third parties that, to the Knowledge of the Company, have, all registrations, applications, licenses, requests for approvals, exemptions, permits and other regulatory authorizations (“Authorizations”) from Governmental Authorities required to conduct their respective businesses as now being conducted in all material respects. Except for any failures to be in compliance that would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with all such Authorizations. The Company has made available to the Purchaser Entities all material Authorizations from the FDA. (c) None of the Company, or its Subsidiaries, or, to the best Knowledge of Intek's knowledgethe Company, threatened any of their respective employees is or has been debarred from participation in any program related to revoke pharmaceutical products pursuant to 21 U.S.C. Section 335a(a) or limit (b). (d) No product or product candidate manufactured, tested, distributed, held or marketed by the Company or any thereofof its Subsidiaries has been recalled, withdrawn, suspended or discontinued (whether voluntarily or otherwise) since October 1, 2010. No condition proceedings (whether completed or event pending) seeking the recall, withdrawal, suspension or seizure of any such product or product candidate or pre-market approvals or marketing authorizations are pending, or to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries, nor have any such proceedings been pending at any time since October 1, 2010. (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, neither the Company or any of its Subsidiaries has occurred whichwith respect to any product that is manufactured, with notice tested, distributed, held or marketed by the passage Company or any of time or both, would constitute a violation its Subsidiaries made an untrue statement of a Legal Requirement material fact or Permit except where fraudulent statement to the FDA, the EMA or any other Governmental Authority, failed to disclose a material fact required to be disclosed to the FDA, the EMA or any other Governmental Authority, or committed an act, made a statement, or failed to make a statement that, at the time such noncompliance or violation has not haddisclosure was made, and could not reasonably be expected to haveprovide a basis for the FDA to invoke its policy respecting “Fraud, a Untrue Statements of Material adverse effect upon IntekFacts, Bribery, and Illegal Gratuities” set forth in 56 Fed. To Reg. 46191 (September 10, 1991) or for the best of Intek's knowledge, its current and currently contemplated activities will not violate EMA or any Legal Requirement in such a fashion as other Governmental Authority to have a Material adverse effect on Intekinvoke any similar policy.

Compliance; Licenses and Permits. 4.17.1. Intek has all requisite corporate power and authority, and all permits, licenses, tariffs, orders and approvals of governmental and administrative authorities which are Material, to own, lease and operate its properties and to carry on its business (a) Except as presently or previously conducted. All such presently existing permits, licenses, tariffs, orders and approvals Material to the conduct set forth in Section 3.12(a) of the business Disclosure Schedule, each of Intek are the Company and its Subsidiaries is in full force and effect, and no suspension or cancellation of any of them is pending or, to the best of Intek's knowledge, threatened. 4.17.2. Intek has complied in compliance with all respects with, and is not in violation in any respect of, all or any Legal Requirements Laws applicable to the business Company, any of Intek its Subsidiaries or their respective businesses (including without limitation, (i) the Communications Act of 1934, as presently or previously conducted, or as currently proposed to be conducted except where such non-compliance or violation has not hadamended, and could the communications-related statutes of each state in which the Company or any of its Subsidiaries operates; (ii) the rules, regulations, orders, and policies of the FCC and State PUCs, (iii) any and all Universal Service Fund obligations, and (iv) the Communications Assistance to Law Enforcement Act), except for failures to comply which, individually or in the aggregate, would not reasonably be expected to havehave a Company Material Adverse Effect. (b) Each of the Company and its Subsidiaries holds all federal, state, local and foreign governmental approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights (collectively, "Permits," a true, correct and complete list of which is contained in Section 3.12(b) of the Disclosure Schedule) that are necessary to conduct their respective businesses as presently being conducted, except for such Permits the failure to hold which, individually or in the aggregate, would not reasonably be expected to have a Company Material adverse effect upon IntekAdverse Effect. Intek Except as set forth in Section 3.12(b) of the Disclosure Schedule, (including to the best of Intek's knowledge all applicable employeesi) has all Permits which are required for the conduct of its business presently or previously conducted by Intek, which such Permits are in full force and effect, and (ii) no material violations are outstanding or uncured with have been alleged in respect to of any such Permits and thereof, (iii) no proceeding is pending or, to the best knowledge of Intek's knowledgethe Company, threatened, against the Company or any of its Subsidiaries in connection with the right to operate under the Permits, or that could reasonably result in any fines, penalties or other losses in excess of $50,000 individually or $250,000 in the aggregate, and (iv) the consummation of the Merger and the transactions contemplated by this Agreement will not result in the non-renewal, revocation or termination of any such Permit. (c) The Company and its Subsidiaries are the authorized legal holders or otherwise have rights to all Permits issued by the FCC, State PUCs or any other Governmental Entity that regulates telecommunications in each applicable jurisdiction held by the Company or its Subsidiaries (collectively, "Communications Licenses," a true, correct and complete list of which is contained in Section 3.12(c) of the Disclosure Schedule), and the Communications Licenses constitute all of the licenses from the FCC, the State PUCs or any other Governmental Entity that regulates telecommunications in each applicable jurisdiction that are necessary or required for the operation of the businesses of the Company and its Subsidiaries as now conducted other than any such licenses from any Municipal Franchising Authority the absence of which would not result in any fines, penalties or other losses in excess of $50,000 individually or $250,000, in the aggregate. All the Communications Licenses were duly obtained and are valid and in full force and effect, unimpaired by any material condition, except those conditions that may be contained within the terms of such Communications Licenses. As of the date of this Agreement, no action by or before the FCC, any State PUC or any other Governmental Entity that regulates telecommunications in each applicable jurisdiction is pending or, to the knowledge of the Company, threatened in which the requested remedy is (i) the revocation, suspension, cancellation, rescission or modification or refusal to revoke renew any of the Communications Licenses, or limit (ii) material fines and/or forfeitures. As of the date of this Agreement, the Universal Service Administration Company has not initiated any thereof. No condition inquiries, audits or event has occurred other proceedings against the Company or its Subsidiaries and, to the knowledge of the Company, no such actions are threatened which, in each case, could result in fines, penalties or other losses in excess of $50,000 individually or $250,000, in the aggregate, if not cured or otherwise responded to in the ordinary course of business. (d) The Company and each of its officers and directors are in compliance with, and have complied, in all material respects with notice (i) the applicable provisions of the Sarbanes-Oxley Act of 2002 and the related rules and reguxxxxxxx xxxxxxgated under such Act (the "Sarbanes-Oxley Act") or the passage Exchange Act and (ii) the applicable xxxxxxg and corporate governance rules and regulations of time the American Stock Exchange. There are no outstanding loans made by the Company or bothany of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Sarbanes-Oxley Act, would constitute neither the Company nor any of its Suxxxxxxxxxx xxx made any loans to any executive officer or director of the Company or any of its Subsidiaries. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all material information relating to the Company, including its consolidated Subsidiaries, is made known on a violation timely basis to the Company's principal executive officer and its principal financial officer by others within those entities. The Company's principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company's auditors and the audit committee of a Legal Requirement the Board of Directors of the Company (i) all significant deficiencies in the design or Permit except where such noncompliance operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls over financial reporting and (ii) any fraud, whether or violation has not hadmaterial, and could not reasonably be expected to have, a Material adverse effect upon Intek. To the best of Intek's knowledge, its current and currently contemplated activities will not violate any Legal Requirement in such a fashion as to that involves management or other employees who have a Material adverse effect on Inteksignificant role in the Company's internal controls over financial reporting. For purposes of this paragraph, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act.

Compliance; Licenses and Permits. 4.17.1. Intek has all requisite corporate power and authority, and all permits, licenses, tariffs, orders and approvals of governmental and administrative authorities which are Material, to own, lease and operate its properties and to carry on its business as presently or previously conducted. All such presently existing permits, licenses, tariffs, orders and approvals Material to the conduct of the business of Intek are in full force and effect, and no suspension or cancellation of any of them is pending or, to the best of Intek's knowledge, threatened. 4.17.2. Intek (a) The Company has complied in all respects with, and is not in violation in any respect of, all or any Legal Requirements (including all Environmental Laws and securities laws) and Permits (including Environmental Permits and securities law mandated permits) applicable to the business of Intek the Company as presently or previously conducted, or as currently proposed to be conducted except where such non-compliance or violation has not had, and could not reasonably be expected to have, a Material material adverse effect upon Intekthe Company. Intek The Company (including to the best of IntekCompany's knowledge all applicable employees) has all Permits Federal, state, local and foreign governmental licenses and permits (collectively, "Permits") which are required for the conduct of its business presently or previously conducted by Intek, the Company which Permits are in full force and effect, and no violations are outstanding or uncured with respect to any such Permits and no proceeding is pending or, to the best knowledge of Intek's knowledgethe Company, threatened to revoke or limit any thereof. No condition or event has occurred which, with notice or the passage of time or both, would constitute a violation of a Legal Requirement or Permit except where such noncompliance or violation has not had, and could not reasonably be expected to have, a Material material adverse effect upon Intekthe Company. To The Company will in the best future have a subsidiary or be otherwise licensed pursuant to requirements of Intek's knowledgethe Securities and Exchange Commission and National Association of Securities Dealers, Inc. to conduct certain of its current and currently contemplated activities will activities. (b) The Company is not violate responsible, or potentially responsible, for the remediation or cost of remediation of wastes, substances or materials at, on or beneath any facilities or at, on or beneath any land adjacent thereto or in connection with any Waste or Contamination Site (as defined below). The Company is not liable, directly or indirectly, in connection with any release by it of hazardous substance into the environment nor do there exist any facts upon which a finding of such liability could be based. (c) As used herein, (i) "Environmental Law" shall mean any Legal Requirement which relates to or otherwise imposes liability or standards of conduct concerning discharges, emissions, releases or threatened releases or noises, odors or any pollutants, contaminants or hazardous or toxic wastes, substances or materials, whether as matter or energy, into ambient air, water or land, or otherwise relating to the manufacture, processing, generation, distribution, use, treatment, storage, disposal, cleanup, transport or handling of pollutants, contaminants or hazardous or toxic wastes, substances or materials, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conversation and Recovery Act of 1976, as amended, the Toxic Substances Control Act of 1976, as amended, the Clean Water Act, as amended, the Clean Air Act, any "Superfund" or "Superlien" law, and any other similar Federal, state, local or foreign statutes now in such a fashion as effect, (ii) "Environmental Permit" shall mean any Permit required by or pursuant to any applicable Environmental Law (iii) "Waste or Contamination Site" shall mean any site or location, wherever located (including any well, tank, pit, sump, pond, lagoon, tailings pile, spoil pile, impoundment, ditch, trench, drain, landfill, warehouse or waste storage container), where pollutants, contaminants or hazardous or toxic wastes, substances or materials have a Material adverse effect on Intek.been