Common use of Compliance with Agreements and Laws Clause in Contracts

Compliance with Agreements and Laws. To the best knowledge of ----------------------------------- the Company, except as set forth on Schedule 4.17, the Company and the Subsidiaries each have all requisite licenses, permits and certificates, including environmental, health and safety permits, from all governmental authorities necessary to conduct its business and own and operate its assets for which the failure to have would have a material adverse affect on the Company or any of the Subsidiaries (collectively, the "Permits"). To the best knowledge of the Company, neither the Company nor any of the Subsidiaries is 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 enforcement of which would have a material adverse affect on the Company or any of the Subsidiaries. The business of the Company and the Subsidiaries as conducted since January 1, 1994 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, and hazardous waste) the enforcement of which would have a material adverse effect on the results of operations, condition (financial or otherwise), assets, properties or business of the Company or any of the Subsidiaries. Except as set forth on Schedule 4.17, neither the Company nor any of the Subsidiaries has received notice or communication from any governmental or regulatory authority or otherwise since January 1, 1994 of any such violation or noncompliance.

Compliance with Agreements and Laws. To the best knowledge of ----------------------------------- the Company, except as set forth on Schedule 4.17, the (a) The Company and the Subsidiaries each have has all requisite licenses, permits and certificates, including environmental, health and safety permits, from all governmental federal, state and local authorities necessary to conduct its business and own and operate its assets for which the failure to have would have a material adverse affect on the Company or any of the Subsidiaries (collectively, the "Permits"). To the best knowledge Schedule 3.19 of the CompanyDisclosure Schedule ------------- sets forth a true, neither correct and complete list of all such Permits, copies of which have previously been delivered by the Company nor any of or the Subsidiaries Stockholders to the Buyer. The 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 enforcement of which would have a material adverse affect on the Company or any of the Subsidiaries. The business of the Company and the Subsidiaries as conducted since January 1, 1994 1992 has not violated, and on the date hereof does not violate, in any material respect, violate 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, and hazardous waste) , conservation, or corrupt practices), the enforcement of which would have a material adverse effect on the results of operations, condition (financial or otherwise), assets, properties business or business prospects of the Company. The Company or any of the Subsidiaries. Except as set forth on Schedule 4.17, neither the Company nor any of the Subsidiaries has received not had notice or communication from any federal, state or local governmental or regulatory authority or otherwise since January 1, 1994 1992 of any such violation or noncompliance. (b) The 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 the Company relating to health, safety, pollution, hazardous waste, environmental or other similar matters. (c) For purposes of this Section 3.19, "hazardous waste" means "hazardous waste" as defined in the Resource Conservation and Recovery Act, as amended, 42 U.S.C. (S)6921 et. seq., and the regulations adopted pursuant thereto.

Compliance with Agreements and Laws. To the best knowledge of ----------------------------------- the Company, except as set forth on Schedule 4.17, the Company and the Subsidiaries each have (a) Vista has all requisite licenses, permits and certificates, including environmental, health and safety permits, from all governmental federal, state and local authorities necessary to conduct its business and own and operate its assets for which the failure to have would have a material adverse affect on the Company or any of the Subsidiaries (collectively, the "Permits"). To the best knowledge Schedule 3.17 attached hereto ------------- sets forth a true, correct and complete list of the Companyall such Permits, neither the Company nor any copies of the Subsidiaries which have previously been delivered by Vista to Peritus. Vista 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. Except as set forth on Schedule 3.17, the enforcement of which would have a material adverse affect on the Company or any of the Subsidiaries. The business of the Company and the Subsidiaries Vista as ------------- conducted since January 1December 31, 1994 1992 has not violated, and on the date hereof does not violate, and on the Effective Date will 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, and hazardous waste) , conservation, government contracting, export controls, or corrupt practices), the enforcement of which would have a material adverse effect on the results of operations, condition (financial or otherwise), assets, properties properties, business or business prospects of the Company or any of the SubsidiariesVista. Except as set forth on Schedule 4.173.17, neither the Company nor Vista has not received any of the Subsidiaries has received notice ------------- or communication from any federal, state or local governmental or regulatory authority or otherwise otherwise, since January 1December 31, 1994 1992, of any such violation or noncompliance. (b) Vista 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 Vista, any of its properties or assets, or any part thereof, relating to health, safety, pollution, hazardous waste, environmental or other similar matters, which has not been entirely corrected and which has or will have a material adverse impact on the transactions contemplated herein. Vista has not received any notice from any federal, state, county or municipal authority alleging any such violation. (c) For purposes of this Subsection 3.17, "hazardous waste" means "hazardous waste" as defined in the Resource Conservation and Recovery Act, as amended, 42 U.S.C. (S)6921 et seq., and the regulations adopted pursuant -- --- thereto.

Compliance with Agreements and Laws. To the best knowledge of ----------------------------------- the Company, except as set forth on Schedule 4.17, the (a) The Company and the Subsidiaries each have all requisite licenses, permits consents, variances, permits, certificates and certificatesapprovals, including environmental, health and safety permits, from all relevant governmental authorities agencies and instrumentalities necessary to conduct its their respective business and own and operate its their respective assets for which the failure to have would have a material adverse affect on the Company or any of the Subsidiaries (collectively, the "Permits"). To Schedule 3.18A attached hereto sets forth a true, correct and complete list of all such Permits, copies of which have previously been delivered by the best knowledge Company or the Stockholders to the Buyer. Neither the Company nor any Subsidiary is aware of any fact, condition or reason for believing that any Permit will not be renewable on expiration. Schedule 3.18B attached hereto sets forth a true and complete list of all Permits that must be amended, modified, changed or transferred to the CompanyBuyer in order to consummate the transactions contemplated by this Agreement. The Company and each Subsidiary agrees to cooperate with the Buyer in affecting each such amendment, neither modification, change or transfer. Neither the Company nor any of the Subsidiaries is in violation of any law, regulation regulation, order, ordinance, rule or ordinance judgment (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal Materials of hazardous substancesEnvironmental Concern (as defined below), land use or similar matters) relating to property it owns, occupies, leases or controls; its propertiesbusiness; its assets; and its operations, the enforcement of which violation would have a material adverse affect on the Company or any of the SubsidiariesMaterial Adverse Effect. The business of the Company and the Subsidiaries (which includes matters relating to real property owned, occupied, leased or controlled by the Company or any Subsidiary) as conducted since January 1, 1994 their respective inceptions has not violated, and on the date hereof does not violateviolate any laws, in any material respectordinances, any federalrules, state, local or foreign lawsjudgments, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, and hazardous waste) the enforcement of which would have a material adverse effect on the results of operations, condition (financial or otherwise), assets, properties or business of the Company or any of the Subsidiaries. Except as set forth on Schedule 4.17, neither the Company nor any of the Subsidiaries has received notice or communication from any governmental or regulatory authority or otherwise since January 1, 1994 of any such violation or noncompliance.to

Compliance with Agreements and Laws. To the best knowledge of ----------------------------------- the Company, except (a) Except as set forth on Schedule 4.17would not have a Material Adverse Effect, the Company and the Subsidiaries each have Seller has all requisite licenses, permits and certificates, including environmental, health and safety permits, from all governmental authorities federal, state and local authorities, including without limitation the Food and Drug Administration ("FDA") and the Occupational --- Safety and Health Administration ("OSHA"), ---- necessary to conduct its business and own and operate its assets for which the failure to have would have a material adverse affect on the Company or any of the Subsidiaries Purchased Assets (collectively, the "" Permits"). Schedule 2.16 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. Such Permits are in full force and effect and, except as set forth on Schedule 2.16 hereto, will be transferred to the ------------- Buyer as part of the Purchased Assets. To the best Seller's knowledge no violations are or have been recorded with any governmental or regulatory body in respect of any Permit and no proceeding is pending or, to the knowledge of the CompanySeller, neither threatened to revoke or limit any Permit. (b) Except to the Company nor any of extent as would not have a Material Adverse Effect, the Subsidiaries 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 enforcement of which would have a material adverse affect on the Company or any including without limitation regulations and requirements of the SubsidiariesFDA and OSHA. The business of the Company and the Subsidiaries as conducted since January 1, 1994 has not violated, and on the date hereof Seller does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited towithout limitation, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and hazardous waste) Recovery Act, as amended, and the regulations adopted pursuant thereto), conservation, or corrupt practices), the enforcement of which would have a material adverse effect on Material Adverse Effect. To the results of operations, condition (financial or otherwise), assets, properties or business knowledge of the Company or Seller, the Seller has not since January 1, 1995 received any of the Subsidiaries. Except as set forth on Schedule 4.17, neither the Company nor any of the Subsidiaries has received notice or communication from any federal, state or local governmental or regulatory authority or otherwise since January 1, 1994 of any such violation or noncompliance. (c) To the Seller's knowledge, no consent, approval or other action is required from or by the FDA in connection with transactions contemplated by this Agreement, except as set forth on Schedule 2.16 hereto. -------------

Compliance with Agreements and Laws. To (a) So far as the best knowledge of ----------------------------------- the Company, except as set forth on Schedule 4.17Shareholders are aware, the Company and the Subsidiaries each have all requisite licenses, permits and certificates, including environmental, health and safety permits, from all governmental authorities necessary to conduct its their respective business and own and operate its their respective assets for which the failure to have would have a material adverse affect on the Company or any of the Subsidiaries (collectively, the "Permits"). To SCHEDULE 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 best knowledge of Company or the CompanyShareholders to the Buyer. So far as the Shareholders are aware, neither the Company nor any of the Subsidiaries is 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 enforcement of which would have a material adverse affect on the Company or any of the Subsidiaries. The business of the Company and the Subsidiaries as conducted since January 1, 1994 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, and hazardous waste) , conservation, or corrupt practices), the enforcement of which would have a material adverse effect on the results of operations, condition (financial or otherwise), assets, properties business or business prospects of the Company or any of the Subsidiaries. Except as set forth on Schedule 4.17SCHEDULE 3.18, neither the Company nor any of the Subsidiaries has received had notice or communication from any governmental or regulatory (including any regulatory) authority or otherwise since January 1, 1994 of any such violation or noncompliance. The Company and each of the Subsidiaries has complied with the provisions of the Companies Act of 1985, as amended (the "Company Act"), and all returns, particulars, resolutions and other documents required under any legislation to be delivered on behalf of the Company or any Subsidiary to the Registrar of Companies have been properly (and on or before the due date) made and delivered. (b) Neither the Company nor any of the Subsidiaries has received notice of any violation of any law, ruling, order, decree, regulation, permit, or other environmental or hazardous waste requirement applicable to the Company, any of the Subsidiaries, or any of the Real Estate, or any part thereof, relating to health, safety, pollution, hazardous waste, environmental or other similar matters, which has not been entirely corrected and which has or will have a material adverse impact on the transactions contemplated herein. Neither the Company nor any of the Subsidiaries has received notice from any governmental authority alleging any such violation in respect to any of the Real Estate or any part thereof.

Compliance with Agreements and Laws. To the best knowledge of ----------------------------------- the Company, except as set forth on Schedule 4.17, the Company and the Subsidiaries each have (a) The Seller has all requisite licenses, permits and certificates, including environmental, health and safety permits, from all governmental federal, state, local and foreign authorities necessary to conduct its business the Business and own and operate its assets for which the Acquired Assets, other than those the failure to have would obtain which could not have a material adverse affect on the Company or any of the Subsidiaries Seller Material Adverse Effect (collectively, the "Permits"). To Section ------- 2.10(a) (i) of the best Disclosure Schedule lists all such Permits, copies of which ----------- have previously been delivered by the Seller to the Buyer. The Seller is in material compliance with all of the terms and conditions of its Permits, and no suspension or cancellation of any Permit is pending or, to the knowledge of the CompanySeller, neither the Company nor any of the Subsidiaries is 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 enforcement of which would have a material adverse affect on the Company or any of the Subsidiaries. The business of the Company and the Subsidiaries as conducted since January 1, 1994 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, and hazardous waste) the enforcement of which would have a material adverse effect on the results of operations, condition (financial or otherwise), assets, properties or business of the Company or any of the Subsidiariesthreatened. Except as set forth on Schedule 4.17Section 2.10(a)(ii) of the Disclosure ------------------- Schedule, neither the Company nor Seller is in compliance with each federal, state, local, municipal, foreign or other constitution, order, award, decision, ruling, writ, judgment, injunction, decree, law, statute, ordinance, rule or regulation (each, an "Order") of any governmental, administrative or regulatory body, authority, agency or commission, including courts of competent jurisdiction, domestic or foreign (each, a "Governmental Entity"), that is or was applicable to it or the conduct or operation of its business or the ownership or use of any of its assets or properties, except for such non-compliance that, in the aggregate, would not have a Seller Material Adverse Effect. (b) Except as set forth on Section 2.10(b) of the Disclosure --------------- Schedule, there is no award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any Governmental Entity or any arbitrator against, or binding on, the Seller which does have or may cause a Seller Material Adverse Effect, or which does or may limit or control the conduct or operations of the Business or the ownership or use of any of the Subsidiaries has received notice or communication from any governmental or regulatory authority or otherwise since January 1, 1994 of any such violation or noncomplianceAcquired Assets.