Common use of Compliance with Applicable Law; Permits Clause in Contracts

Compliance with Applicable Law; Permits. (a) The Company and the Company Subsidiaries have complied in all material respects with all applicable Laws, and are not in material default or violation of, and have not received any notices of violation with respect to, any Laws in connection with the conduct of their respective businesses or the ownership or operation of their respective businesses, assets and properties. (b) The Company and its Subsidiaries (i) have obtained and hold all Permits, easements, consents, waivers and Orders that (A) are necessary to own, lease, hold, use or operate their properties, rights and other assets and to carry on their businesses as they are now being conducted, and (B) are necessary for the lawful conduct of their respective businesses, and (ii) have complied in all respects with, and are not in default or in violation in any respect of, any Laws or legal requirements applicable to the Company or any of its Subsidiaries, except where the failure so to hold or comply, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Such Permits, easements, consents, waivers and Orders are in full force and effect and there are no Proceedings pending or, to the Knowledge of the Company, threatened that seek the revocation, cancellation, suspension or adverse modification thereof. The consummation of the Arrangement or any of the transactions contemplated herein would not cause any revocation, modification or cancellation of any such Permit, easement, consent, waiver and Order.

Compliance with Applicable Law; Permits. (a) The Since January 1, 2000, the respective businesses of the Company and the Company Subsidiaries have complied been conducted in all material respects compliance with all applicable Lawsprovisions of any federal, and are not in material default state, provincial, local or violation offoreign statute, and have not received any notices of violation with respect tolaw, any Laws in connection with the conduct of their respective businesses ordinance, rule, regulation, judgment, decree, order, concession, grant, franchise, permit or the ownership license or operation of their respective businesses, assets and properties. (b) The Company and its Subsidiaries (i) have obtained and hold all Permits, easements, consents, waivers and Orders that (A) are necessary to own, lease, hold, use other governmental authorization or operate their properties, rights and other assets and to carry on their businesses as they are now being conducted, and (B) are necessary for the lawful conduct of their respective businesses, and (ii) have complied in all respects with, and are not in default or in violation in any respect of, any Laws or legal requirements approval applicable to them, except as set forth in Section 3.15(a) of the Company or any of its Subsidiaries, Disclosure Letter and except where the failure so to hold or comply, individually or in the aggregate, would comply could not reasonably be expected to have a Company Material Adverse Effect. (b) The Company and each Subsidiary owns or validly holds all licenses, franchises, permits, approvals, authorizations, exemptions, classifications, certificates, registrations and similar documents or instruments that are required for its business and operations as presently conducted or as presently proposed to be conducted, except for those which the failure to hold could not reasonably be expected to have a Company Material Adverse Effect (the "Required Permits"). Such Permits, easements, consents, waivers and Orders are Except as set forth in full force and effect and there are no Proceedings pending or, to the Knowledge Section 3.15(a) ---------------- of the CompanyDisclosure Letter, threatened that seek the revocation, cancellation, suspension or adverse modification thereof. The consummation of the Arrangement or Merger and the other transactions contemplated hereby will not violate any Required Permit, and the consummation of the Merger and the other transactions contemplated herein would hereby will not cause any revocationresult in the violation, modification termination or cancellation limitation of any such Required Permit or require any notice to, approval or consent of any Person pursuant to the terms of any Required Permit, easement, consent, waiver and Order.

Compliance with Applicable Law; Permits. (a) The Company and Except as set forth in Section 4.16 of the Company Subsidiaries have complied in all material respects with all applicable LawsDisclosure Schedule, and are not in material default or violation of, and have not received any notices none of violation with respect to, any Laws in connection with the conduct of their respective businesses or the ownership or operation of their respective businesses, assets and properties. (b) The Company and its Subsidiaries (i) have obtained and hold all Permits, easements, consents, waivers and Orders that (A) are necessary to own, lease, hold, use or operate their properties, rights and other assets and to carry on their businesses as they are now being conducted, and (B) are necessary for the lawful conduct of their respective businesses, and (ii) have complied in all respects with, and are not in default or in violation in any respect of, any Laws or legal requirements applicable to the Company or any of its SubsidiariesSubsidiaries is, and since September 30, 2014, has not been, in violation of any applicable federal, state, local, foreign or territorial Law or any other requirement of any Governmental Entity, including any Law relating to the exposure to hazardous or toxic materials in, or the use or registration of chemicals in the production or formulation of, any of the Company’s or any of its Subsidiary’s products (including any Law required or implemented pursuant to Regulation (EC) No. 1907/2006 concerning the Regulation, Evaluation, Authentication and Restriction of Chemicals) or otherwise relating to the sale, distribution, marketing or labeling of any of the Company’s or any of its Subsidiary’s products, except where the failure so for: (i) violations relating to hold employee, labor and benefits matters, which are subject to Sections 4.18 and 4.19, (ii) violations relating to Environmental Laws, which are subject to Section 4.20, (iii) violations relating to Taxes, which are subject to Section 4.21 or comply(iv) violations that would not, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect. Such Permits, easements, consents, waivers and Orders are in full force and effect and there are no Proceedings pending or, to To the Knowledge of the Company, threatened that seek the revocation, cancellation, suspension no investigation or adverse modification thereofreview by any Governmental Entity concerning any such possible violation of Law or other requirement is pending or threatened. The consummation Company and each of its Subsidiaries holds all licenses, permits, registrations and other authorizations (“Permits”) required to conduct its business, and all such licenses, Permits, registrations and other authorizations are valid and in full force and effect, except for those the absence of which would not, individually or in the aggregate, reasonably be expected to constitute a Company Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with all such licenses, Permits, registrations and other authorizations, except for possible failures to be so in compliance that would not, individually or in the aggregate, reasonably be expected to constitute a Company Material Adverse Effect. Except as set forth in Section 4.16 of the Arrangement or any Company Disclosure Schedule, the consummation of the transactions contemplated herein would by this Agreement, in and of itself, will not cause any revocation, modification the revocation or cancellation of any such material Permit or material Environmental Permit, easement, consent, waiver and Order.

Compliance with Applicable Law; Permits. (a) The Company and Except as set forth in Section 4.9(a) of the Company Subsidiaries have complied Seller Disclosure Letter, with respect to the Business, the Seller Participants are in all material respects compliance with all laws, orders, ordinances, rules, and regulations, whether civil or criminal, of any federal, state, local or foreign governmental authority applicable to the Business (“Applicable Laws”) (other than Tax laws, ordinances, rules and regulations, which are governed by Section 4.10, laws relating to employee benefit plans, which are governed by Section 4.11, labor and employment laws, which are governed by Section 4.13, and Environmental Laws, and which are governed by Section 4.14), except for such violations, if any, that, either individually or in the aggregate, do not in material default have or violation of, and would not be reasonably likely to have not received any notices of violation with respect to, any Laws in connection with the conduct of their respective businesses or the ownership or operation of their respective businesses, assets and propertiesa Material Adverse Effect. (b) The Company and its Subsidiaries With respect to the Business, the Seller Participants hold (ior other parties hold for their benefit) have obtained and hold all Permits, easements, consents, waivers and Orders that (A) are necessary to own, lease, hold, use or operate their properties, rights and other assets and to carry on their businesses as they are now being conducted, and (B) are material Permits necessary for the lawful conduct of their respective businessesthe Business (other than Environmental Permits, and (ii) have complied in all respects with, and which are not in default or in violation in any respect of, any Laws or legal requirements applicable to the Company or any of its Subsidiariesgoverned by Section 4.14), except where for such Permits the failure so of which to hold would not have or complybe reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Such PermitsExcept as set forth in Section 4.9(b) of the Seller Disclosure Letter, easements(i) to the Knowledge of Seller, consents, waivers and Orders all such Permits are in full force and effect as of the date hereof and there the Seller Participants are no Proceedings pending orin compliance with the terms of such Permits, except for such failure to be in full force and effect and such instances of noncompliance that did not have or would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect and (ii) Seller has not received written notice of any threatened revocation of or material modification to such Permits. (c) With respect to the Knowledge Business, neither Seller, nor any of its respective directors, officers or employees, has been alleged to violate or has violated any Competition Laws, except as set forth in Section 4.9(c) of the CompanySeller Disclosure Letter and except for such violations, threatened that seek if any, that, either individually or in the revocationaggregate, cancellation, suspension do not have or adverse modification thereof. The consummation of the Arrangement or any of the transactions contemplated herein would not cause any revocation, modification or cancellation of any such Permit, easement, consent, waiver and Orderbe reasonably likely to have a Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) The Company and Except as set forth in Section 4.9(a) of the Company Subsidiaries have complied Seller Disclosure Letter, with respect to the Business, the Seller Participants are in all material respects compliance with all laws, orders, ordinances, rules, and regulations, whether civil or criminal, of any federal, state, local or foreign governmental authority applicable to the Business ("Applicable Laws") (other than Tax laws, ordinances, rules and regulations, which are governed by Section 4.10, laws relating to employee benefit plans, which are governed by Section 4.11, labor and employment laws, which are governed by Section 4.13, and Environmental Laws, and which are governed by Section 4.14), except for such violations, if any, that, either individually or in the aggregate, do not in material default have or violation of, and would not be reasonably likely to have not received any notices of violation with respect to, any Laws in connection with the conduct of their respective businesses or the ownership or operation of their respective businesses, assets and propertiesa Material Adverse Effect. (b) The Company and its Subsidiaries With respect to the Business, the Seller Participants hold (ior other parties hold for their benefit) have obtained and hold all Permits, easements, consents, waivers and Orders that (A) are necessary to own, lease, hold, use or operate their properties, rights and other assets and to carry on their businesses as they are now being conducted, and (B) are material Permits necessary for the lawful conduct of their respective businessesthe Business (other than Environmental Permits, and (ii) have complied in all respects with, and which are not in default or in violation in any respect of, any Laws or legal requirements applicable to the Company or any of its Subsidiariesgoverned by Section 4.14), except where for such Permits the failure so of which to hold would not have or complybe reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Such PermitsExcept as set forth in Section 4.9(b) of the Seller Disclosure Letter, easements(i) to the Knowledge of Seller, consents, waivers and Orders all such Permits are in full force and effect as of the date hereof and there the Seller Participants are no Proceedings pending orin compliance with the terms of such Permits, except for such failure to be in full force and effect and such instances of noncompliance that did not have or would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect and (ii) Seller has not received written notice of any threatened revocation of or material modification to such Permits. (c) With respect to the Knowledge Business, neither Seller, nor any of its respective directors, officers or employees, has been alleged to violate or has violated any Competition Laws, except as set forth in Section 4.9(c) of the CompanySeller Disclosure Letter and except for such violations, threatened that seek if any, that, either individually or in the revocationaggregate, cancellation, suspension do not have or adverse modification thereof. The consummation of the Arrangement or any of the transactions contemplated herein would not cause any revocation, modification or cancellation of any such Permit, easement, consent, waiver and Orderbe reasonably likely to have a Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) The Company and Except as set forth in Section 3.12 of the Company Subsidiaries have complied in all material respects with all applicable Laws, Disclosure Schedule and are not in material default or violation of, and have not received any notices of violation except with respect toto matters that are addressed in Section 3.16 (Employee Matters), Section 3.17 (Environmental Matters) Section 3.18 (Tax Returns and Tax Payments), Section 3.19 (Intellectual Property) and Section 3.25 (Security; Privacy Policies) (collectively, the “Specific Representations”), which matters are addressed exclusively in each of such sections (including as may relate to any Laws in connection with the conduct violations of their respective businesses or the ownership or operation of their respective businesses, assets and properties. (b) The Company and its Subsidiaries (i) have obtained and hold all Permits, easements, consents, waivers and Orders that (A) are necessary to own, lease, hold, use or operate their properties, rights and other assets and to carry on their businesses as they are now being conducted, and (B) are necessary for the lawful conduct of their respective businesses, and (ii) have complied in all respects with, and are not in default or in violation in any respect of, any Applicable Laws or legal requirements applicable to any other requirement of any Governmental Entity covered thereby), none of the Company or any of its Subsidiariessubsidiaries is in violation of any Applicable Law or any other requirement of any Governmental Entity or any of its internal audit or compliance standards, except where the failure so to hold or complyfor possible violations that would not reasonably be expected, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Such Permits, easements, consents, waivers and Orders are in full force and effect and there are no Proceedings pending or, to To the Knowledge of the Company, threatened that seek the revocation, cancellation, suspension or adverse modification thereof. The consummation except as set forth in Section 3.12 of the Arrangement Company Disclosure Schedule, no investigation or review by any Governmental Entity concerning any such possible violation of law is pending or threatened. Except with respect to matters that are addressed in the transactions contemplated herein Specific Representations, (a) the Company and each of its subsidiaries holds all other licenses, permits, registrations and other authorizations required to conduct its business, and all such licenses, permits, registrations and other authorizations are valid and in full force and effect, except for those the absence of which would not cause any revocationreasonably be expected, modification individually or cancellation in the aggregate, to have a Company Material Adverse Effect and (b) the Company and each of any its subsidiaries is in compliance with all such Permitlicenses, easementpermits, consentregistrations and other authorizations, waiver and Orderexcept for possible failures to be so in compliance that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) The Except as set forth in Section 4.14 of the Company Disclosure Schedule, since January 1, 2014, the Company and the Company each of its Subsidiaries have complied has conducted its respective businesses in all material respects in accordance with all applicable federal, state, local, foreign and territorial Laws and Orders and other requirements of any Governmental Entity, except for: (i) violations relating to employee, labor and benefits matters, which are covered by Section 4.17 and Section 4.18, (ii) violations relating to Environmental Laws, and which are not in material default or violation ofcovered by Section 4.19, and have not received (iii) violations relating to Taxes, which are covered by Section 4.20. To the Knowledge of the Company, no investigation or review by any notices Governmental Entity concerning any such possible violation of violation with respect to, any Laws in connection with the conduct of their respective businesses Law is pending or the ownership or operation of their respective businesses, assets and properties. (b) threatened. The Company and each of its Subsidiaries (i) have obtained and hold holds all Permitslicenses, easementspermits, consents, waivers and Orders that (A) are necessary to own, lease, hold, use or operate their properties, rights registrations and other assets and authorizations required to carry on their businesses as they are now being conductedconduct its business, and (B) all such licenses, permits, registrations and other authorizations are necessary for the lawful conduct of their respective businesses, valid and (ii) have complied in all respects with, full force and are not in default or in violation in any respect of, any Laws or legal requirements applicable to the Company or any of its Subsidiarieseffect, except where for those the failure so to hold or complyabsence of which would not, individually or in the aggregate, would not reasonably be expected to have constitute a Company Material Adverse Effect. Such Permits, easements, consents, waivers Except as would not materially and Orders are in full force and effect and there are no Proceedings pending or, to the Knowledge of adversely impact the Company’s or any of its Subsidiaries’ ability to carry on its business as presently conducted, threatened that seek the revocationCompany and each of its Subsidiaries is in compliance with all such licenses, cancellationpermits, suspension or adverse modification thereofregistrations and other authorizations. The consummation of the Arrangement Company has received no written notice from a Governmental Entity that any such license, permit, registration or any other authorization will be terminated or impaired or become terminable or impaired, in whole or in part, as a result of the transactions contemplated herein would not cause any revocation, modification or cancellation of any such Permit, easement, consent, waiver and Orderhereby.