Common use of Compliance; Permits; Restrictions Clause in Contracts

Compliance; Permits; Restrictions. (a) Neither Acquiror nor any of its subsidiaries is, in any material respect, in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Acquiror or any of its subsidiaries or by which Acquiror or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or its or any of their respective properties is bound or affected. To the knowledge of Acquiror, no investigation or review by any Governmental Entity is pending or threatened against Acquiror or any of its subsidiaries, nor has any Governmental Entity indicated an intention to conduct the same. There is no material agreement, judgment, injunction, order or decree binding upon Acquiror or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Acquiror or any of its subsidiaries, any acquisition of material property by Acquiror or any of its subsidiaries or the conduct of business by Acquiror as currently conducted. (b) Acquiror and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities which are material to the operation of the business of Acquiror (collectively, the "ACQUIROR PERMITS"). Acquiror and its subsidiaries are in compliance in all material respects with the terms of the Acquiror Permits.

Compliance; Permits; Restrictions. (a) Neither Acquiror the Company nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Acquiror the Company or any of its subsidiaries or by which Acquiror the Company or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror the Company or any of its subsidiaries is a party or by which Acquiror the Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for conflicts, violations and defaults that (individually or in the aggregate) would not cause the Company to lose any material benefit or incur any material liability. To the knowledge of Acquirorthe Company, no investigation or review by any Governmental Entity is pending or has been threatened against Acquiror the Company or any of its subsidiaries, nor nor, to the Company's knowledge, has any Governmental Entity indicated an intention to conduct an investigation of the sameCompany or any of its subsidiaries. There is no material agreement, judgment, injunction, order or decree binding upon Acquiror the Company or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Acquiror the Company or any of its subsidiaries, any acquisition of material property by Acquiror the Company or any of its subsidiaries or the conduct of business by Acquiror the Company as currently conducted. (b) Acquiror The Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities which any Governmental Entities that are material to and required for the operation of the business of Acquiror the Company as currently conducted (collectively, the "ACQUIROR PERMITSCompany Permits")) except for any such failure which would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company. Acquiror The Company and its subsidiaries are in compliance in all material respects with the terms of the Acquiror Company Permits, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect on the Company.

Compliance; Permits; Restrictions. (a) Neither Acquiror Docent nor any of its subsidiaries Subsidiaries is, in any material respect, in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Acquiror Docent or any of its subsidiaries Subsidiaries or by which Acquiror or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror Docent or any of its subsidiaries Subsidiaries is a party or by which Acquiror Docent or any of its subsidiaries Subsidiaries or its or any of their respective properties is bound or affected. To the knowledge of AcquirorDocent, no investigation or review by any Governmental Entity is pending or threatened against Acquiror Docent or any of its subsidiariesSubsidiaries, nor has any Governmental Entity indicated an intention to conduct the same. There is no material agreement, judgment, injunction, order or decree binding upon Acquiror Docent or any of its subsidiaries Subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Acquiror Docent or any of its subsidiariesSubsidiaries, any acquisition of material property by Acquiror Docent or any of its subsidiaries Subsidiaries or the conduct of business by Acquiror Docent as currently conducted. (b) Acquiror Docent and its subsidiaries Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities which are material to the operation of the business of Acquiror Docent (collectively, the "ACQUIROR PERMITS"“Docent Permits”). Acquiror Docent and its subsidiaries Subsidiaries are in compliance in all material respects with the terms of the Acquiror Docent Permits.

Compliance; Permits; Restrictions. (a) Neither Acquiror Apex nor any of its subsidiaries is, in any material respect, in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Acquiror Apex or any of its subsidiaries or by which Acquiror or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror Apex or any of its subsidiaries is a party or by which Acquiror Apex or any of its subsidiaries or its or any of their respective properties is bound or affected. To the knowledge of AcquirorApex, no investigation or review by any Governmental Entity is pending or threatened against Acquiror Apex or any of its subsidiaries, nor has any Governmental Entity indicated an intention to conduct the same. There is no material agreement, judgment, injunction, order or decree binding upon Acquiror Apex or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Acquiror Apex or any of its subsidiaries, any acquisition of material property by Acquiror Apex or any of its subsidiaries or the conduct of business by Acquiror Apex as currently conducted. (b) Acquiror Apex and its subsidiaries hold have in effect all authorizations, certificates, filings, franchises, notices, rights, permits, licenses, variances, exemptions, orders and approvals from governmental authorities Governmental Entities which are material to the operation of the business of Acquiror Apex, including all authorizations under Environmental Laws (collectively, the "ACQUIROR APEX PERMITS"). Acquiror Apex and its subsidiaries are in compliance in all material respects with the terms of the Acquiror Apex Permits.

Compliance; Permits; Restrictions. (a) Neither Acquiror the Company nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Acquiror the Company or any of its subsidiaries or by which Acquiror the Company or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror the Company or any of its subsidiaries is a party or by which Acquiror the Company or any of its subsidiaries or its or any of their respective businesses or properties is, or the Company believes is reasonably likely to be, bound or affected, except for conflicts, violations and defaults that (individually or in the aggregate) would not cause the Company to lose any material benefit or incur any material liability. To the knowledge of Acquiror, no No investigation or review by any Governmental Entity is pending or or, to the Company's knowledge, has been threatened in a writing delivered to the Company, against Acquiror the Company or any of its subsidiaries, nor nor, to the Company's knowledge, has any Governmental Entity indicated an intention to conduct an investigation of the sameCompany or any of its subsidiaries. There is no material agreement, judgment, injunction, order or decree binding upon Acquiror the Company or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Acquiror the Company or any of its subsidiaries, any acquisition of material property by Acquiror the Company or any of its subsidiaries or the conduct of business by Acquiror the Company as currently conducted. (b) Acquiror The Company and its subsidiaries hold hold, to the extent legally required, all permits, licenses, variances, exemptions, orders and approvals from governmental authorities which Governmental Entities that are material to and required for the operation of the business of Acquiror the Company as currently conducted (collectively, the "ACQUIROR PERMITSCompany Permits"). Acquiror The Company and its subsidiaries are in compliance in all material respects with the terms of the Acquiror Company Permits, except where the failure to be in compliance with the terms of the Company Permits would not be material to the Company.

Compliance; Permits; Restrictions. (a) Neither Acquiror MetaTools nor any of its subsidiaries is, in any material respect, in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Acquiror MetaTools or any of its subsidiaries or by which Acquiror MetaTools or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror MetaTools or any of its subsidiaries is a party or by which Acquiror MetaTools or any of its subsidiaries or its or any of their respective properties is bound or affected. To the knowledge of AcquirorMetaTools, no investigation or review by any Governmental Entity is pending or threatened against Acquiror MetaTools or any of its subsidiaries, nor has any Governmental Entity indicated an intention to conduct the same. There is no material agreement, judgment, injunction, order or decree binding upon Acquiror MetaTools or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Acquiror MetaTools or any of its subsidiaries, any acquisition of material property by Acquiror MetaTools or any of its subsidiaries or the conduct of business by Acquiror MetaTools as currently conducted. (b) Acquiror MetaTools and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities which are material to the operation of the business of Acquiror MetaTools (collectively, the "ACQUIROR METATOOLS PERMITS"). Acquiror MetaTools and its subsidiaries are in compliance in all material respects with the terms of the Acquiror MetaTools Permits.

Compliance; Permits; Restrictions. (a) Neither Acquiror PETREX nor any of its subsidiaries is, in any material respect, in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Acquiror PETREX or any of its subsidiaries or by which Acquiror or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror PETREX or any of its subsidiaries is a party or by which Acquiror PETREX or any of its subsidiaries or its or any of their respective properties is bound or affected. To the knowledge of AcquirorPETREX, no investigation or review by any Governmental Entity is pending or threatened against Acquiror PETREX or any of its subsidiaries, nor has any Governmental Entity indicated an intention to conduct the same. There is no material agreement, judgment, injunction, order or decree binding upon Acquiror PETREX or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any current business practice of Acquiror PETREX or any of its subsidiaries, any acquisition of material property by Acquiror PETREX or any of its subsidiaries or the conduct of business by Acquiror PETREX as currently conducted. (b) Acquiror PETREX and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities which are material to the operation of the business of Acquiror PETREX (collectively, the "ACQUIROR PETREX PERMITS"). Acquiror PETREX and its subsidiaries are in compliance in all material respects with the terms of the Acquiror PETREX Permits.

Compliance; Permits; Restrictions. (a) Neither Acquiror Proxim nor any of its subsidiaries nor the conduct of their respective businesses is, in any material respect, in conflict with, or in default or violation of of, (i) any law, rule, regulation, order, judgment or decree Legal Requirement applicable to Acquiror Proxim or any of its subsidiaries or by which Acquiror or any of its subsidiaries or any of their respective businesses or properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror Proxim or any of its subsidiaries is a party or by which Acquiror Proxim or any of its subsidiaries or its or any of their respective businesses or properties is bound or affected. To the knowledge of Acquiror, no No investigation or review by any Governmental Entity is pending or or, to the Knowledge of Proxim, threatened against Acquiror Proxim or any of its subsidiaries, nor has any Governmental Entity indicated to Proxim an intention to conduct the same. There is no material agreement, judgment, injunction, order or decree binding upon Acquiror Proxim or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Acquiror Proxim or any of its subsidiaries, any acquisition of material property by Acquiror Proxim or any of its subsidiaries or the conduct of business by Acquiror Proxim as currently conducted. (b) Acquiror Proxim and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities which that are material to the operation of the business of Acquiror Proxim (collectively, the "ACQUIROR PROXIM PERMITS"). Acquiror Proxim and its subsidiaries are in compliance in all material respects with the terms of the Acquiror Proxim Permits.

Compliance; Permits; Restrictions. (a) Neither Acquiror MetaTools nor any of its subsidiaries is, in any material respect, in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Acquiror MetaTools or any of its subsidiaries or by which Acquiror MetaTools or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror MetaTools or any of its subsidiaries is a party or by which Acquiror MetaTools or any of its subsidiaries or its or any of their respective properties is bound or affected. To the knowledge of AcquirorMetaTools, no investigation or review by any Governmental Entity is pending or threatened against Acquiror MetaTools or any of its subsidiaries, nor has any Governmental Entity indicated an intention to conduct the same. There is no material agreement, judgment, injunction, order or decree binding upon Acquiror MetaTools or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Acquiror MetaTools or any of its subsidiaries, any acquisition of material property by Acquiror MetaTools or any of its subsidiaries or the conduct of business by Acquiror MetaTools as currently conducted. (b) Acquiror MetaTools and its subsidiaries hold all permits, licenses, variances, exemptionsexemp tions, orders and approvals from governmental authorities which are material to the operation of the business of Acquiror MetaTools (collectively, the "ACQUIROR METATOOLS PERMITS"). Acquiror MetaTools and its subsidiaries are in compliance in all material respects with the terms of the Acquiror MetaTools Permits.

Compliance; Permits; Restrictions. (a) Neither Acquiror EpiCept nor any of its subsidiaries nor the conduct of their respective businesses is, in any material respect, in conflict with, or in default or violation of (i) of, any law, rule, regulation, order, judgment or decree Legal Requirement applicable to Acquiror EpiCept or any of its subsidiaries or by which Acquiror or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or its or any of their respective businesses or properties is bound or affected. To the knowledge of Acquiror, no No investigation or review by any Governmental Entity is pending or or, to the Knowledge of EpiCept, threatened against Acquiror EpiCept or any of its subsidiaries, nor has any Governmental Entity indicated to EpiCept or any of its subsidiaries an intention to conduct the same. There is no material agreement, judgment, injunction, order or decree binding upon Acquiror EpiCept or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Acquiror EpiCept or any of its subsidiaries, any acquisition of material property by Acquiror EpiCept or any of its subsidiaries or the conduct of business by Acquiror EpiCept or any of its subsidiaries as currently conducted or presently proposed to be conducted. (b) Acquiror EpiCept and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities which that are material to the operation of the business of Acquiror EpiCept, or any of its subsidiaries, as the case may be, including such permits, licenses, approvals, consents and other authorizations issued by the appropriate federal, state, local or foreign regulatory agencies or bodies (collectively, the "ACQUIROR PERMITS"“EpiCept Permits”). Acquiror EpiCept and its subsidiaries are in compliance in all material respects with the terms of the Acquiror EpiCept Permits.

Compliance; Permits; Restrictions. (a) Neither Acquiror Fractal nor any of its subsidiaries is, in any material respect, in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Acquiror Fractal or any of its subsidiaries or by which Acquiror Fractal or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror Fractal or any of its subsidiaries is a party or by which Acquiror Fractal or any of its subsidiaries or its or any of their respective properties is bound or affected. To the knowledge of AcquirorFractal, no investigation or review by any Governmental Entity is pending or threatened against Acquiror Fractal or any of its subsidiaries, nor has any Governmental Entity indicated an intention to conduct the same. There is no material agreement, judgment, injunction, order or decree binding upon Acquiror Fractal or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Acquiror Fractal or any of its subsidiaries, any acquisition of material property by Acquiror Fractal or any of its subsidiaries or the conduct of business by Acquiror Fractal as currently conducted. (b) Acquiror Fractal and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities which that are material to the operation of the business of Acquiror Fractal (collectively, the "ACQUIROR PERMITS"). Acquiror and its subsidiaries are in compliance in all material respects with the terms of the Acquiror Permits.10

Compliance; Permits; Restrictions. (a) Neither Acquiror Fractal nor any of its subsidiaries is, in any material respect, in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Acquiror Fractal or any of its subsidiaries or by which Acquiror Fractal or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror Fractal or any of its subsidiaries is a party or by which Acquiror Fractal or any of its subsidiaries or its or any of their respective properties is bound or affected. To the knowledge of AcquirorFractal, no investigation or review by any Governmental Entity is pending or threatened against Acquiror Fractal or any of its subsidiaries, nor has any Governmental Entity indicated an intention to conduct the same. There is no material agreement, judgment, injunction, order or decree binding upon Acquiror Fractal or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Acquiror Fractal or any of its subsidiaries, any acquisition of material property by Acquiror Fractal or any of its subsidiaries or the conduct of business by Acquiror Fractal as currently conducted. (b) Acquiror Fractal and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities which that are material to the operation of the business of Acquiror Fractal (collectively, the "ACQUIROR FRACTAL PERMITS"). Acquiror Fractal and its subsidiaries are in compliance in all material respects with the terms of the Acquiror Fractal Permits.