Common use of Compliance with Agreements and Laws Clause in Contracts

Compliance with Agreements and Laws. The Seller has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its assets (collectively, the "Permits"). Schedule 2.17 attached hereto sets forth a true, correct and complete list of all such Permits, copies of which have previously been delivered by the Seller to the Buyer. The Seller is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties, the violation of which could have a material adverse effect on the Seller or its properties. The business of the Seller does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto), conservation, or corrupt practices, the enforcement of which would have a material and adverse effect on the results of operations, condition (financial or otherwise), assets, properties, business or prospects of the Seller. Except as set forth on Schedule 2.17 attached hereto, the Seller has not since January 1, 1993 received any notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance.

Compliance with Agreements and Laws. The Seller (1) To its Knowledge, (a) Company has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its assets (collectivelyincluding, without limitation all necessary approvals, licenses, and permits from the "Permits"). Schedule 2.17 attached hereto sets forth a FDA, except where the failure to have such permits would not reasonably be expected to have an Adverse Effect, true, correct correct, and complete copies or list of all such Permits, copies of which have previously has been delivered by the Seller made available to the Buyer. The Seller Shell; (b) Company is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substanceswaste, land use or similar matters) relating to its properties, the violation enforcement of which could would have a material adverse effect on an Adverse Effect; and (c) the Seller or its properties. The business of Company as conducted since December 31, 1996 has not violated, and as of the Seller Closing does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to FDA research and development regulations and approval processes, employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto)waste, conservation, or corrupt practices), the enforcement of which would have a an Adverse Effect. To the Knowledge of the current officers and directors of Company, the business of Company from formation did not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to FDA research and adverse effect on the results of operationsdevelopment regulations and approval processes, condition (financial employment discrimination, occupational safety, environmental protection, hazardous waste, conservation, or otherwisecorrupt practices), assets, properties, business or prospects the enforcement of the Sellerwhich would have an Adverse Effect. Except as set forth on Schedule 2.17 attached hereto, the Seller Company has not since January 1, 1993 received any had notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance. (2) To its Knowledge, Company is not in violation of any federal, state, county or municipal authority law, ruling, order, decree, regulation, permit, or other environmental or hazardous waste requirement applicable to Company relating to health, safety, pollution, hazardous waste, environmental or other similar matters, which has not been entirely corrected and which has or would reasonably be expected to have an Adverse Effect.

Compliance with Agreements and Laws. The Seller has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its assets (collectively, the "Permits"). Schedule SCHEDULE 2.17 attached hereto sets forth a true, correct and complete list of all such Permits, copies of which have previously been delivered by the Seller to the Buyer. The Seller is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties, the violation of which could have a material adverse effect on the Seller or its properties. The business of the Seller does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto), conservation, or corrupt practices, the enforcement of which would have a material and adverse effect on the results of operations, condition (financial or otherwise), assets, properties, business or prospects of the Seller. Except as set forth on Schedule SCHEDULE 2.17 attached hereto, the Seller has not since January 1, 1993 received any notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance.

Compliance with Agreements and Laws. (a) The Seller Company has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its assets (collectively, the "Permits"). Schedule 2.17 SCHEDULE 2.21 attached hereto sets forth a true, correct and complete list of all such Permits, copies of which have previously been delivered by the Seller Company or the Sellers to the Buyer. The Seller Company has not received written notice that it is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties. To the best knowledge of the Sellers, the violation of which could have a material adverse effect on the Seller or its properties. The business of the Seller Company as conducted since January 1, 1998 has not violated, and on the date hereof does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto)waste, conservation, or corrupt practices, including the Foreign Corrupt Practices Act), the enforcement of which would have a material and adverse effect on the results of operations, condition (financial or otherwise), assets, properties, business or prospects of the SellerCompany. Except as set forth on Schedule 2.17 attached heretoSCHEDULE 2.21, the Seller Company has not since January 1, 1993 received any had notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance.

Compliance with Agreements and Laws. The Seller has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business the Business and own and operate its assets the Assets (collectively, the "Permits"). Schedule SCHEDULE 2.17 attached hereto sets forth a true, correct and complete list of all such Permits, copies of which have previously been delivered by the Seller to the Buyer. The Seller is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties, the violation of which could have a material adverse effect on the Seller or its properties. The business of the Seller does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto), conservation, or corrupt practices, the enforcement of which would have a material and adverse effect on the results of operations, condition (financial or otherwise), assets, properties, business or prospects of the Seller. Except as set forth on Schedule SCHEDULE 2.17 attached hereto, the Seller has not since January 1, 1993 received any notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance.

Compliance with Agreements and Laws. The Seller has all ----------------------------------- requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business the Business and own and operate its assets related to the Business (collectively, the "Permits"). Schedule 2.17 2.16 attached hereto sets forth a true, ------- -------- ---- correct and complete list of all such Permits, copies of which have previously been delivered by the Seller to the Buyer. The Seller is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties, the violation of which could have a material adverse effect on the Seller or its properties. The business of the Seller does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto), conservation, or corrupt practices, the enforcement of which would have a material and adverse effect on the results of operations, condition (financial or otherwise), assets, properties, business or prospects of the Seller. Except as set forth on Schedule 2.17 2.16 attached hereto, -------- ---- the Seller has not since January 1, 1993 inception received any notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance.

Compliance with Agreements and Laws. The Seller has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct the portion of its business relating to the Assets and to own and operate its assets the Assets (collectively, the "Permits"). Schedule 2.17 attached hereto 2.11 of the Disclosure Schedule sets forth a true, correct and complete list of all such Permits, copies of which have previously been delivered by the Seller to the Buyer. The Neither the Seller nor the Stockholder is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its propertiesthe Assets, the violation of which could have a material adverse effect on the Seller Assets or its propertiesSeller's ability to convey good and marketable title to the Assets to the Buyer hereunder. The business portion of the Seller's business relating to the Assets and the ownership or use by the Seller does of the Assets do not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto), conservation, or corrupt practices, the enforcement of which would have a material and adverse effect on the results of operations, condition (financial or otherwise), assets, properties, business or prospects portion of the Seller's business relating to the Assets or the Assets. Except as set forth on Schedule 2.17 attached hereto, the The Seller has not since January 1, 1993 received any notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance.

Compliance with Agreements and Laws. The Seller Company has all ----------------------------------- requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its assets (collectively, the "Permits"). Schedule 2.17 3.16 attached hereto sets forth a true, correct and -------- ---- complete list of all such Permits, copies of which have previously been delivered by the Seller Company or the Stockholders to the Buyer. The Seller Company is not in violation of any material law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties, the violation of which could have a material adverse effect on the Seller or its properties. The business of the Seller Company as conducted since inception of the Company has not violated, and on the date hereof does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto)waste, conservation, or corrupt practices), the enforcement of which would have a material and adverse effect on the results of operations, condition (financial or otherwise), assets, properties, properties business or prospects of the SellerCompany. Except as set forth on Schedule 2.17 attached hereto, the Seller The Company has not since January 1, 1993 received any notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance.

Compliance with Agreements and Laws. The Seller has Each of AEI and REP have all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its assets (collectively, the "Permits"). Schedule SCHEDULE 2.17 attached hereto sets forth a true, correct and complete list of all such Permits, copies of which have previously been delivered by the Seller AEI to the Buyer. The Seller Neither AEI nor REP is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties, the violation of which could have a material adverse effect on the Seller AEI or its REP or their properties. The business of the Seller AEI and REP does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto), conservation, or corrupt practices, the enforcement of which would have a material and adverse effect on the results of operations, condition (financial or otherwise), assets, properties, business or prospects of the SellerAEI or REP. Except as set forth on Schedule SCHEDULE 2.17 attached hereto, the Seller neither AEI nor REP has not since January 1, 1993 received any notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance.

Compliance with Agreements and Laws. The Seller has Company and the Subsidiaries each have all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its their respective business and own and operate its their respective assets (collectively, the "Permits"). Schedule 2.17 3.18 attached hereto sets forth a true, correct and complete list of all such Permits, copies of which have previously been delivered by the Seller Company or the Stockholders to the Buyer. The Seller Neither the Company nor any of the Subsidiaries is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties, the violation of which could have a material adverse effect on the Seller or its properties. The business of the Seller Company and the Subsidiaries as conducted since January 1, 1992, has not violated, and on the date hereof does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto)waste, conservation, or corrupt practices), the enforcement of which would have a material and adverse effect on the results of operations, condition (financial or otherwise), assets, properties, properties business or prospects of the SellerCompany or any of the Subsidiaries. Except as set forth on Schedule 2.17 attached hereto3.18, neither the Seller Company nor any of the Subsidiaries has not since January 1, 1993 received any had notice or communication from any federal, state or local governmental or regulatory authority or otherwise since of any such violation or noncompliance.or

Compliance with Agreements and Laws. The Seller Company has all requisite licenses, permits and certificates, including environmentalenviromnental, health and safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its assets (collectively, the "Permits"). Schedule 2.17 attached hereto sets forth a true, correct and complete list of all such Permits, copies of which have previously been delivered by the Seller Company to the Buyer. The Seller Company is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties, the violation of which could have a material adverse effect on the Seller Company or its properties. The business of the Seller Company does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the the' foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined defmed in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto), conservation, or corrupt practices, the enforcement of which would have a material and adverse effect on the results of operations, condition (financial or otherwise), assets, properties, business or prospects of the SellerCompany. Except as set forth on Schedule 2.17 attached hereto, the Seller Company has not since January 1, 1993 1997 received any notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance.