Common use of Compliance with Applicable Laws; Permits; Litigation Clause in Contracts

Compliance with Applicable Laws; Permits; Litigation. (i) Northwest, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations from the FAA and DOT) which are required for Northwest and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Northwest Permits”), and all Northwest Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (ii) Northwest and its Subsidiaries are, and have been at all times since January 1, 2005, in compliance with the terms of the Northwest Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) relating to Northwest and its Subsidiaries or their respective businesses, assets or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, Applicable Laws, ADs or FARs would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. Since January 1, 2005, neither Northwest nor any of its Subsidiaries has received any written notification from the FAA, DOT or any other Governmental Entity (A) asserting that Northwest or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, Applicable Laws (except for any such lack of compliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Permit (except for any such revocation which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) nor, to the Knowledge of Northwest, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, to the Knowledge of Northwest, has been threatened in writing against Northwest or any of its Subsidiaries which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (iii) No action, audit, demand, claim, suit, proceeding, requirement or investigation by the FAA, DOT or any other Governmental Entity, and no suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 8.3(k)), is pending or, to the Knowledge of Northwest, threatened which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (iv) Neither Northwest nor any of its Subsidiaries is, or at any time since January 1, 2005 has been, subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole.

Compliance with Applicable Laws; Permits; Litigation. (i) NorthwestDelta, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations from the FAA and DOT) which are required for Northwest Delta and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest Delta SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Northwest Delta Permits”), and all Northwest Delta Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Delta Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest Delta and its Subsidiaries, taken as a whole. (ii) Northwest Delta and its Subsidiaries are, and have been at all times since January 1, 2005, in compliance with the terms of the Northwest Delta Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) Laws relating to Northwest Delta and its Subsidiaries or their respective businesses, assets or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) ADs or Federal Aviation Regulations (“FARs”) FARs except where the failure to be in compliance with the terms of the Northwest Delta Permits, Applicable Laws, ADs , or FARs would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest Delta and its Subsidiaries, taken as a whole. Since January 1, 2005, neither Northwest Delta nor any of its Subsidiaries has received any written notification from the FAA, DOT or any other Governmental Entity (A) asserting that Northwest Delta or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, Applicable Laws (except for any such lack of compliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest Delta and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Delta Permit (except for any such revocation which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest Delta and its Subsidiaries, taken as a whole) nor, to the Knowledge of NorthwestDelta, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, to the Knowledge of NorthwestDelta, has been threatened in writing against Northwest Delta or any of its Subsidiaries Subsidiaries, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest Delta and its Subsidiaries, taken as a whole. (iii) No action, audit, demand, claim, suit, proceeding, requirement or investigation by the FAA, DOT or any other Governmental Entity, and no suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest Delta or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 8.3(k))Property, is pending or, to the Knowledge of NorthwestDelta, threatened which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest Delta and its Subsidiaries, taken as a whole. (iv) Neither Northwest Delta nor any of its Subsidiaries is, or at any time since January 1, 2005 has been, subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Northwest Delta and its Subsidiaries, taken as a whole.

Compliance with Applicable Laws; Permits; Litigation. (i) NorthwestThermo Electron, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations from under the FAA FDCA, and DOTthe regulations of the FDA promulgated thereunder) and third Persons which are required for Northwest Thermo Electron and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest Thermo Electron SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Northwest "Thermo Electron Permits”"), and all Northwest Thermo Electron Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Permits would notThermo Electron Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northwest Thermo Electron and its Subsidiaries, taken as a whole. (ii) Northwest Thermo Electron and its Subsidiaries are, and have been at all times since January 1, 20052004, in compliance with the terms of the Northwest Thermo Electron Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) Laws relating to Northwest Thermo Electron and its Subsidiaries or their respective businesses, assets or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, Thermo Electron Permits or such Applicable Laws, ADs or FARs would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northwest Thermo Electron and its Subsidiaries, taken as a whole. Since January 1, 20052004, neither Northwest Thermo Electron nor any of its Subsidiaries has received any written notification from the FAA, DOT or any other Governmental Entity (A) asserting that Northwest Thermo Electron or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, Applicable Laws (except for any such lack of compliance which would notwhich, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northwest Thermo Electron and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Thermo Electron Permit (except for any such revocation which would notwhich, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northwest Thermo Electron and its Subsidiaries, taken as a whole) nor, to the Knowledge of NorthwestThermo Electron, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, to the Knowledge of NorthwestThermo Electron, has been threatened in writing against Northwest Thermo Electron or any of its Subsidiaries which wouldSubsidiaries, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Northwest Thermo Electron and its Subsidiaries, taken as a whole. (iii) No Thermo Electron is, and has been, in compliance in all material respects with the provisions of SOX applicable to it. (iv) Except as and to the extent disclosed in the Thermo Electron SEC Documents filed prior to the date of this Agreement, including the notes to the financial statements included therein, no action, audit, demand, claim, suit, proceeding, requirement or investigation by the FAA, DOT or any other Governmental Entity, and no suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest Thermo Electron or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 8.3(k))Property, is pending or, to the Knowledge of NorthwestThermo Electron, threatened which wouldwhich, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Northwest Thermo Electron and its Subsidiaries, taken as a whole, or Merger Sub. (ivv) Neither Northwest Thermo Electron nor any of its Subsidiaries is, or at any time since January 1, 2005 2004 has been, subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Northwest Thermo Electron and its Subsidiaries, taken as a whole.

Compliance with Applicable Laws; Permits; Litigation. (ia) NorthwestParent, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, registrations and approvals and clearances of all Governmental Entities (including all authorizations from the FAA and DOT) which are required for Northwest the operation of the businesses of Parent and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest Parent SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Northwest Parent Permits”), and all Northwest Parent Permits are valid and in full force and effect, and all required filings and applications (including renewals) with respect to the Parent Permits have been made in a timely basis, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Permits Parent Permit would not, individually or in the aggregate, not reasonably be expected likely to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (ii) Northwest Parent. Parent and its Subsidiaries are, and have been at all times since January 1, 2005, are in compliance with and have no unresolved liability under the terms of the Northwest Parent Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or by any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws” or “Applicable Law”) relating to Northwest Parent and its Subsidiaries or their respective businesses, assets business or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, Parent Permits or such Applicable Laws, ADs or FARs Laws would not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on Northwest and its SubsidiariesParent. To the Knowledge of Parent, taken as a whole. Since January 1, 2005, neither Northwest nor any of its Subsidiaries has received any written notification from there are no facts or circumstances that are reasonably likely to prevent or increase the FAA, DOT or any other Governmental Entity (A) asserting that Northwest or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, Applicable Laws (except for any such lack cost of compliance which with the Parent Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a wholeParent. (b) or (B) threatening to revoke any Northwest Permit (except for any such revocation which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) nor, to the Knowledge of Northwest, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, except as and to the Knowledge of Northwest, has been threatened in writing against Northwest or any of its Subsidiaries which would, individually or extent disclosed in the aggregateParent SEC Documents filed prior to the date of this Agreement, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (iii) No no action, audit, demand, claim, suit, proceeding, mediation, arbitration, requirement or investigation by the FAAany Governmental Entity or action, DOT or any other Governmental Entitydemand, and no suit, actionproceeding, claim, mediation, mediation or arbitration or proceeding by any Person, against or affecting Northwest Parent or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property (as defined in Section 8.3(k))Property, is pending or, to the Knowledge of NorthwestParent, threatened which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (iv) Neither Northwest nor any of its Subsidiaries is, or at any time since January 1, 2005 has been, subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had had, or would is reasonably be expected likely to have have, a Material Adverse Effect on Northwest and Parent. (c) As of the date hereof, neither Parent nor any of its SubsidiariesSubsidiaries is subject to any material outstanding order, taken as a wholeinjunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (ia) NorthwestXxxxxx, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, registrations and approvals and clearances of all Governmental Entities (including all authorizations from the FAA and DOT) which are required for Northwest the operation of the businesses of Xxxxxx and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest Xxxxxx SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Northwest Xxxxxx Permits”), and all Northwest Xxxxxx Permits are valid and in full force and effect, and all required filings and applications (including renewals) with respect to Xxxxxx Permits have been made in a timely basis, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Permits Xxxxxx Permit would not, individually or in the aggregate, not reasonably be expected likely to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (ii) Northwest Xxxxxx. Xxxxxx and its Subsidiaries are, and have been at all times since January 1, 2005, are in compliance with and have no unresolved liability under the terms of the Northwest Xxxxxx Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) Laws relating to Northwest Xxxxxx and its Subsidiaries or their respective businesses, assets business or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, Xxxxxx Permits or such Applicable Laws, ADs or FARs Laws would not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on Northwest and its SubsidiariesXxxxxx. To the Knowledge of Xxxxxx, taken as a whole. Since January 1, 2005, neither Northwest nor any of its Subsidiaries has received any written notification from there are no facts or circumstances that are reasonably likely to prevent or increase the FAA, DOT or any other Governmental Entity (A) asserting that Northwest or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, Applicable Laws (except for any such lack cost of compliance which with the Xxxxxx Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a wholeXxxxxx. (b) or (B) threatening to revoke any Northwest Permit (except for any such revocation which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) nor, to the Knowledge of Northwest, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, except as and to the Knowledge of Northwest, has been threatened in writing against Northwest or any of its Subsidiaries which would, individually or extent disclosed in the aggregateXxxxxx SEC Documents filed prior to the date of this Agreement, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (iii) No no action, audit, demand, claim, suit, proceeding, mediation, arbitration, requirement or investigation by the FAAany Governmental Entity or action, DOT or any other Governmental Entitydemand, and no suit, actionproceeding, claim, mediation, mediation or arbitration or proceeding by any Person, against or affecting Northwest Xxxxxx or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property (as defined in Section 8.3(k))Property, is pending or, to the Knowledge of NorthwestXxxxxx, threatened which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (iv) Neither Northwest nor any of its Subsidiaries is, or at any time since January 1, 2005 has been, subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had had, or would is reasonably be expected likely to have have, a Material Adverse Effect on Northwest Xxxxxx. (c) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11, neither Xxxxxx nor any of its SubsidiariesSubsidiaries is subject to any material outstanding order, taken as a wholeinjunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (i) NorthwestFxxxxx, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations from under the FAA FDCA and DOTthe regulations of the FDA promulgated thereunder) and third Persons which are required for Northwest Fxxxxx and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest Fxxxxx SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Northwest Fxxxxx Permits”), and all Northwest Fxxxxx Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Permits would notFxxxxx Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northwest Fxxxxx and its Subsidiaries, taken as a whole. (ii) Northwest Except as set forth in Section 3.2(g)(ii) of the Fxxxxx Disclosure Schedule, Fxxxxx and its Subsidiaries are, and have been at all times since January October 1, 20052002, in compliance with the terms of the Northwest Fxxxxx Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) Laws relating to Northwest Fxxxxx and its Subsidiaries or their respective businesses, assets or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, Fxxxxx Permits or such Applicable Laws, ADs or FARs would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northwest Fxxxxx and its Subsidiaries, taken as a whole. Since January Except as set forth in Section 3.2(g)(ii) of the Fxxxxx Disclosure Schedule, since October 1, 20052002, neither Northwest Fxxxxx nor any of its Subsidiaries has received any written notification from the FAA, DOT or any other Governmental Entity (A) asserting that Northwest Fxxxxx or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, Applicable Laws (except for any such lack of compliance which would notwhich, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northwest Fxxxxx and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Fxxxxx Permit (except for any such revocation which would notwhich, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northwest Fxxxxx and its Subsidiaries, taken as a whole) nor, to the Knowledge of NorthwestFxxxxx, does any basis exist therefortherefore. As of the date hereof, no material investigation or review by the FAA, DOT or any other Governmental Entity is pending or, to the Knowledge of NorthwestFxxxxx, has been threatened in writing against Northwest Fxxxxx or any of its Subsidiaries which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (iii) No Except with respect to Section 404 of SOX, Fxxxxx is, and has been, in compliance in all material respects with the provisions of SOX applicable to it on or prior to the date hereof and has implemented such programs and has taken all reasonable steps necessary to ensure Fxxxxx’x future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all provisions of SOX which shall become applicable to Fxxxxx after the date hereof. (iv) As of the date hereof, except as and to the extent disclosed in the Fxxxxx SEC Documents filed prior to the date of this Agreement, including the notes to the financial statements included therein, no action, audit, demand, claim, suit, proceeding, requirement or investigation by the FAA, DOT or any other Governmental Entity, and no suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest Fxxxxx or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 8.3(k))Property, is pending or, to the Knowledge of NorthwestFxxxxx, threatened which wouldwhich, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Northwest Fxxxxx and its Subsidiaries, taken as a whole, or Merger Sub. (ivv) Neither Northwest Fxxxxx nor any of its Subsidiaries is, or at any time since January October 1, 2005 2002 has been, subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Northwest Fxxxxx and its Subsidiaries, taken as a whole.

Compliance with Applicable Laws; Permits; Litigation. As of the date hereof, except as set forth in the Buyer SEC Documents: (i) Northwest, its Subsidiaries and employees hold Buyer holds all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations from the FAA and DOT) third Persons which are required for Northwest and its Subsidiaries Buyer to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest Buyer SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Northwest Buyer Licenses or Permits”), and all Northwest Buyer Licenses or Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Buyer Licenses or Permits would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect on Northwest and its Subsidiaries, taken as a wholeEffect. (ii) Northwest and its Subsidiaries areBuyer is, and have has been at all times since January 1, 20052006, in compliance with the terms of the Northwest Buyer Licenses or Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) Laws relating to Northwest Buyer and its Subsidiaries or their respective businesses, assets or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, Buyer Licenses or Permits or such Applicable Laws, ADs or FARs would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect on Northwest and its Subsidiaries, taken as a wholeEffect. Since January 1, 20052006, neither Northwest nor any of its Subsidiaries Buyer has not received any written notification from the FAA, DOT or any other Governmental Entity (A) asserting that Northwest or any of its Subsidiaries Buyer is not in compliance with, or at any time since such date has failed to comply with, in any material respect with Applicable Laws (except for any such lack of compliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Permit (except for any such revocation which would not, individually of the material Buyer Licenses or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) Permits nor, to the Knowledge of NorthwestBuyer, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, to the Knowledge of NorthwestBuyer, has been is threatened in writing against Northwest or any of its Subsidiaries which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a wholeBuyer. (iii) Since the provisions of SOX first became applicable to Buyer, Buyer is, and has been, in material compliance in all material respects with the provisions of SOX applicable to it. (iv) No material action, audit, demand, claim, suit, proceeding, requirement or investigation by the FAA, DOT or any other Governmental Entity, and no material suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest Buyer or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 8.3(k))Property, is pending or, to the Knowledge of NorthwestBuyer, threatened which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a wholethreatened. (ivv) Neither Northwest nor any of its Subsidiaries is, or at any time since January 1, 2005 has been, Buyer is not subject to any material outstanding order, injunction or decree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a wholedecree.

Compliance with Applicable Laws; Permits; Litigation. (i) NorthwestLumera, its Subsidiaries and their respective employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, registrations and approvals and clearances of all Governmental Entities (including all authorizations from the FAA and DOT) which are required for Northwest Lumera and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest Lumera SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Northwest Lumera Licenses or Permits”), and all Northwest Lumera Licenses or Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Permits would notLumera Licenses or Permits, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest Lumera and its Subsidiaries, taken as a whole. (ii) Northwest Lumera and its Subsidiaries are, and have been at all times since January 1, 20052007, in compliance with the terms of the Northwest Lumera Licenses or Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) Laws relating to Northwest Lumera and its Subsidiaries or their respective businesses, assets or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, Lumera Licenses or Permits or such Applicable Laws, ADs or FARs would not, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest Lumera and its Subsidiaries, taken as a whole. Since January 1, 20052007, neither Northwest Lumera nor any of its Subsidiaries has received any written notification from the FAA, DOT or any other Governmental Entity (A) asserting that Northwest Lumera or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, Applicable Laws (except for any such lack of compliance which would notwhich, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest Lumera and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Permit of the Lumera Licenses or Permits (except for any such revocation which would notwhich, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest Lumera and its Subsidiaries, taken as a whole) nor, to the Knowledge of NorthwestLumera, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, to the Knowledge of NorthwestLumera, has been threatened in writing against Northwest Lumera or any of its Subsidiaries which wouldSubsidiaries, which, individually or in the aggregate, would have, or reasonably be expected to have a Material Adverse Effect on Northwest Lumera and its Subsidiaries, taken as a whole. (iii) No action, audit, demand, claim, suit, proceeding, requirement or investigation by the FAA, DOT or any other Governmental Entity, and no suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest Lumera or any of its Subsidiaries or any of their respective properties, including the Intellectual Property (as defined in set forth on Section 8.3(k))3.2(l)(i) of the Lumera Disclosure Schedule, is pending or, to the Knowledge of NorthwestLumera, threatened which wouldwhich, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Northwest Lumera and its Subsidiaries, taken as a whole. (iv) Neither Northwest Lumera nor any of its Subsidiaries is, or at any time since January 1, 2005 2007 has been, subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Northwest Lumera and its Subsidiaries, taken as a whole. (v) No material Lumera Licenses or Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement, provided that the notices and approvals set forth in Section 3.2(c)(v)(D) of the Lumera Disclosure Schedule have been given or received, as appropriate.

Compliance with Applicable Laws; Permits; Litigation. (ia) NorthwestAxxxxx, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, registrations and approvals and clearances of all Governmental Entities (including all authorizations from the FAA and DOT) which are required for Northwest the operation of the businesses of Axxxxx and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest Axxxxx SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Northwest Axxxxx Permits”), and all Northwest Axxxxx Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Permits Axxxxx Permit would not, individually or in the aggregate, not reasonably be expected likely to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (ii) Northwest Axxxxx. Axxxxx and its Subsidiaries are, and have been at all times since January 1, 2005, are in compliance with the terms of the Northwest Axxxxx Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) Laws relating to Northwest Axxxxx and its Subsidiaries or their respective businesses, assets business or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, Axxxxx Permits or such Applicable Laws, ADs or FARs Laws would not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. Since January 1, 2005, neither Northwest nor any of its Subsidiaries has received any written notification from the FAA, DOT or any other Governmental Entity Axxxxx. (Ab) asserting that Northwest or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, Applicable Laws (except for any such lack of compliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Permit (except for any such revocation which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) nor, to the Knowledge of Northwest, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, except as and to the Knowledge of Northwest, has been threatened in writing against Northwest or any of its Subsidiaries which would, individually or extent disclosed in the aggregateAxxxxx SEC Documents filed prior to the date of this Agreement, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (iii) No no action, audit, demand, claim, suit, proceeding, requirement or investigation by the FAA, DOT or any other Governmental Entity, Entity and no suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest Axxxxx or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 8.3(k))Property, is pending or, to the Knowledge of NorthwestAxxxxx, threatened which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (iv) Neither Northwest nor any of its Subsidiaries is, or at any time since January 1, 2005 has been, subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had had, or would is reasonably be expected likely to have have, a Material Adverse Effect on Northwest Axxxxx. (c) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11, neither Axxxxx nor any of its SubsidiariesSubsidiaries is subject to any material outstanding order, taken as a wholeinjunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (i) NorthwestGigOptix, its Subsidiaries and their respective employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, registrations and approvals and clearances of all Governmental Entities (including all authorizations from the FAA and DOT) which are required for Northwest GigOptix and its Subsidiaries to own, lease and operate its their properties and other assets and to carry on their respective businesses in the manner described in the Northwest SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (collectively, the “Northwest GigOptix Licenses or Permits”), and all Northwest GigOptix Licenses or Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Permits would notGigOptix Licenses or Permits, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest GigOptix and its Subsidiaries, taken as a whole. (ii) Northwest GigOptix and its Subsidiaries are, and have been at all times since January 1, 20052007, in compliance with the terms of the Northwest GigOptix Licenses or Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or by any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) relating to Northwest GigOptix and its Subsidiaries or their respective businesses, assets or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, GigOptix Licenses or Permits or such Applicable Laws, ADs or FARs would not, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest GigOptix and its Subsidiaries, taken as a whole. Since January 1, 20052007, neither Northwest GigOptix nor any of its Subsidiaries has received any written notification from the FAA, DOT or any other Governmental Entity (A) asserting that Northwest GigOptix or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, with Applicable Laws (except for any such lack of compliance which would notwhich, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest GigOptix and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Permit GigOptix Licenses or Permits (except for any such revocation which would notwhich, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest GigOptix and its Subsidiaries, taken as a whole) nor, to the Knowledge of NorthwestGigOptix, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, to the Knowledge (as defined in Section 8.3(o)) of NorthwestGigOptix, has been threatened in writing against Northwest GigOptix or any of its Subsidiaries which wouldwhich, individually or in the aggregate, would have, or reasonably be expected to have a Material Adverse Effect on Northwest GigOptix and its Subsidiaries, taken as a whole. (iii) No action, audit, demand, claim, suit, proceeding, requirement or investigation by the FAA, DOT or any other Governmental Entity, and no suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest the Predecessor Company, GigOptix or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 8.3(k8.3(n))) set forth on Section 3.1(m)(i) of the GigOptix Disclosure Schedule, is pending or, to the Knowledge of NorthwestGigOptix, threatened which wouldwhich, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Northwest the Predecessor Company, GigOptix and its Subsidiaries, taken as a whole. (iv) Neither Northwest the Predecessor Company, GigOptix nor any of its Subsidiaries is, or at any time since January 1, 2005 2007 has been, subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Northwest GigOptix and its Subsidiaries, taken as a whole. (v) No material GigOptix Licenses or Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement, provided that the notices and approvals set forth in Section 3.1(c)(iv)(C)of the GigOptix Disclosure Schedule have been given or received, as appropriate.

Compliance with Applicable Laws; Permits; Litigation. Except as may be disclosed in the US LEC SEC Documents: (i) NorthwestUS LEC, its Subsidiaries and their respective employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations from the FAA and DOT) third Persons which are required for Northwest US LEC and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest US LEC SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Northwest US LEC Licenses or Permits”), and all Northwest US LEC Licenses or Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Permits would notUS LEC Licenses or Permits, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest US LEC and its Subsidiaries, taken as a whole. (ii) Northwest US LEC and its Subsidiaries are, and have been at all times since January 1, 20052004, in compliance with the terms of the Northwest US LEC Licenses or Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) Laws relating to Northwest US LEC and its Subsidiaries or their respective businesses, assets or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, US LEC Licenses or Permits or such Applicable Laws, ADs or FARs would not, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest US LEC and its Subsidiaries, taken as a whole. Since January 1, 20052004, neither Northwest US LEC nor any of its Subsidiaries has received any written notification from the FAA, DOT or any other Governmental Entity (A) asserting that Northwest US LEC or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, Applicable Laws (except for any such lack of compliance which would notwhich, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest US LEC and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Permit of the US LEC Licenses or Permits (except for any such revocation which would notwhich, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest US LEC and its Subsidiaries, taken as a whole) nor, to the Knowledge of NorthwestUS LEC, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, to the Knowledge of NorthwestUS LEC, has been threatened in writing against Northwest US LEC or any of its Subsidiaries which wouldSubsidiaries, which, individually or in the aggregate, would have, or reasonably be expected to have a Material Adverse Effect on Northwest US LEC and its Subsidiaries, taken as a whole. (iii) US LEC is, and has been, in material compliance in all material respects with the provisions of SOX applicable to it. (iv) No action, audit, demand, claim, suit, proceeding, requirement or investigation by the FAA, DOT or any other Governmental Entity, and no suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest US LEC or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 8.3(k))Property, is pending or, to the Knowledge of NorthwestUS LEC, threatened which wouldwhich, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Northwest US LEC and its Subsidiaries, taken as a whole. (ivv) Neither Northwest US LEC nor any of its Subsidiaries is, or at any time since January 1, 2005 2004 has been, subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Northwest US LEC and its Subsidiaries, taken as a whole. (vi) There are no material unresolved complaints, claims or disputes, or litigation or threatened litigation, between US LEC or any of its Subsidiaries and any inter-exchange carrier, local exchange carrier, wireless carrier or Voice over Internet Protocol provider, challenging any access charges or other inter-carrier compensation billed, allegedly owed, or paid, by or to US LEC or any of its Subsidiaries for the origination or termination of any interstate, intrastate, or local telecommunications traffic, including any traffic received from or delivered to any third-party carrier or provider or its end user(s). (vii) No material US LEC Licenses or Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement, provided that the notices and approvals set forth in Section 3.2(c)(v)(D) of the US LEC Disclosure Schedule have been given or received, as appropriate. (viii) The revenues, expenses, assets and liabilities on the books of US LEC and any of its Subsidiaries (including any related adjustments or reserves) accurately reflect, subject to GAAP, the reasonable likelihood and extent, under applicable tariffs, agreements and Communications Laws, that any intercarrier compensation billed or anticipated by US LEC or its Subsidiaries will be collected, and the reasonable likelihood that, and the extent to which, US LEC or its Subsidiaries will be required to pay any intercarrier compensation (whether or not already billed or claimed), including whether US LEC or its Subsidiaries will be required to refund any material intercarrier compensation amounts previously billed and collected or anticipated to be billed and collected by US LEC or its Subsidiaries as a result of their operations. (ix) US LEC is in compliance with the NASDAQ Marketplace Rules applicable to it.

Compliance with Applicable Laws; Permits; Litigation. (i) NorthwestIDEC, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, registrations and approvals and clearances of all Governmental Entities (including all authorizations from under the FAA FDCA and DOTthe regulations of the FDA promulgated thereunder) which are required for Northwest the operation of the businesses of IDEC and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest IDEC SEC Documents filed prior to the date hereof and or as they are being conducted as of the date hereof (the “Northwest IDEC Permits”), and all Northwest IDEC Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest IDEC Permits would not, individually or in the aggregate, aggregate would not reasonably be expected likely to have a Material Adverse Effect on Northwest and its SubsidiariesIDEC. As of the date hereof, taken as a whole. (ii) Northwest IDEC and its Subsidiaries are, and have been at all times since January 1, 2005, are in compliance with the terms of the Northwest IDEC Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) Laws relating to Northwest IDEC and its Subsidiaries or their respective businesses, assets business or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, IDEC Permits or such Applicable Laws, ADs or FARs would not, Laws individually or in the aggregate, aggregate would not reasonably be expected likely to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. Since January 1, 2005, neither Northwest nor any of its Subsidiaries has received any written notification from the FAA, DOT or any other Governmental Entity IDEC. (Aii) asserting that Northwest or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, Applicable Laws (except for any such lack of compliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Permit (except for any such revocation which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) nor, to the Knowledge of Northwest, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, except as and to the Knowledge of Northwest, has been threatened in writing against Northwest or any of its Subsidiaries which would, individually or extent disclosed in the aggregateIDEC SEC Documents filed prior to the date of this Agreement, reasonably be expected including the notes to have a Material Adverse Effect on Northwest and its Subsidiariesthe financial statements included therein, taken as a whole. (iii) No no action, audit, demand, claim, suit, proceeding, requirement or investigation by the FAA, DOT or any other Governmental Entity, Entity and no suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest IDEC or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 8.3(k))Property, is pending or, to the Knowledge of NorthwestIDEC, threatened which would, individually or in the aggregate, aggregate would reasonably be expected likely to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a wholeIDEC or Merger Sub. (iviii) Neither Northwest As of the date hereof, neither IDEC nor any of its Subsidiaries is, or at any time since January 1, 2005 has been, is subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had or would reasonably be expected likely to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a wholeIDEC.

Compliance with Applicable Laws; Permits; Litigation. (i) NorthwestIDEC, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, registrations and approvals and clearances of all Governmental Entities (including all authorizations from under the FAA FDCA and DOTthe regulations of the FDA promulgated thereunder) which are required for Northwest the operation of the businesses of IDEC and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest IDEC SEC Documents filed prior to the date hereof and or as they are being conducted as of the date hereof (the “Northwest "IDEC Permits”"), and all Northwest IDEC Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest IDEC Permits would not, individually or in the aggregate, aggregate would not reasonably be expected likely to have a Material Adverse Effect on Northwest and its SubsidiariesIDEC. As of the date hereof, taken as a whole. (ii) Northwest IDEC and its Subsidiaries are, and have been at all times since January 1, 2005, are in compliance with the terms of the Northwest IDEC Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) Laws relating to Northwest IDEC and its Subsidiaries or their respective businesses, assets business or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, IDEC Permits or such Applicable Laws, ADs or FARs would not, Laws individually or in the aggregate, aggregate would not reasonably be expected likely to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. Since January 1, 2005, neither Northwest nor any of its Subsidiaries has received any written notification from the FAA, DOT or any other Governmental Entity IDEC. (Aii) asserting that Northwest or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, Applicable Laws (except for any such lack of compliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Permit (except for any such revocation which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) nor, to the Knowledge of Northwest, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, except as and to the Knowledge of Northwest, has been threatened in writing against Northwest or any of its Subsidiaries which would, individually or extent disclosed in the aggregateIDEC SEC Documents filed prior to the date of this Agreement, reasonably be expected including the notes to have a Material Adverse Effect on Northwest and its Subsidiariesthe financial statements included therein, taken as a whole. (iii) No no action, audit, demand, claim, suit, proceeding, requirement or investigation by the FAA, DOT or any other Governmental Entity, Entity and no suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest IDEC or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 8.3(k))Property, is pending or, to the Knowledge of NorthwestIDEC, threatened which would, individually or in the aggregate, aggregate would reasonably be expected likely to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a wholeIDEC or Merger Sub. (iviii) Neither Northwest As of the date hereof, neither IDEC nor any of its Subsidiaries is, or at any time since January 1, 2005 has been, is subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had or would reasonably be expected likely to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a wholeIDEC.

Compliance with Applicable Laws; Permits; Litigation. (i) NorthwestXxxxxx, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations from under the FAA FDCA and DOTthe regulations of the FDA promulgated thereunder) and third Persons which are required for Northwest Xxxxxx and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest Xxxxxx SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Northwest "Xxxxxx Permits”"), and all Northwest Xxxxxx Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Permits would notXxxxxx Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northwest Xxxxxx and its Subsidiaries, taken as a whole. (ii) Northwest Except as set forth in Section 3.2(g)(ii) of the Xxxxxx Disclosure Schedule, Xxxxxx and its Subsidiaries are, and have been at all times since January October 1, 20052002, in compliance with the terms of the Northwest Xxxxxx Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) Laws relating to Northwest Xxxxxx and its Subsidiaries or their respective businesses, assets or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, Xxxxxx Permits or such Applicable Laws, ADs or FARs would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northwest Xxxxxx and its Subsidiaries, taken as a whole. Since January Except as set forth in Section 3.2(g)(ii) of the Xxxxxx Disclosure Schedule, since October 1, 20052002, neither Northwest Xxxxxx nor any of its Subsidiaries has received any written notification from the FAA, DOT or any other Governmental Entity (A) asserting that Northwest Xxxxxx or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, Applicable Laws (except for any such lack of compliance which would notwhich, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northwest Xxxxxx and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Permit (except for any such revocation which would notwhich, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northwest Xxxxxx and its Subsidiaries, taken as a whole) nor, to the Knowledge of NorthwestXxxxxx, does any basis exist therefortherefore. As of the date hereof, no material investigation or review by the FAA, DOT or any other Governmental Entity is pending or, to the Knowledge of NorthwestXxxxxx, has been threatened in writing against Northwest Xxxxxx or any of its Subsidiaries which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (iii) No Except with respect to Section 404 of SOX, Xxxxxx is, and has been, in compliance in all material respects with the provisions of SOX applicable to it on or prior to the date hereof and has implemented such programs and has taken all reasonable steps necessary to ensure Xxxxxx'x future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all provisions of SOX which shall become applicable to Xxxxxx after the date hereof. (iv) As of the date hereof, except as and to the extent disclosed in the Xxxxxx SEC Documents filed prior to the date of this Agreement, including the notes to the financial statements included therein, no action, audit, demand, claim, suit, proceeding, requirement or investigation by the FAA, DOT or any other Governmental Entity, and no suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest Xxxxxx or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 8.3(k))Property, is pending or, to the Knowledge of NorthwestXxxxxx, threatened which wouldwhich, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Northwest Xxxxxx and its Subsidiaries, taken as a whole, or Merger Sub. (ivv) Neither Northwest Xxxxxx nor any of its Subsidiaries is, or at any time since January October 1, 2005 2002 has been, subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Northwest Xxxxxx and its Subsidiaries, taken as a whole.

Compliance with Applicable Laws; Permits; Litigation. Except as may be disclosed in Section 3.1(g) of the Seller Disclosure Schedules or the Seller SEC Documents: (i) Northwest, Seller and its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations from the FAA and DOT) third Persons which are required for Northwest Seller and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Northwest SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (collectively, the “Northwest Seller Licenses or Permits”), and all Northwest Seller Licenses or Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Permits Seller Licenses or Permits, would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on Northwest and its Subsidiaries, taken as a wholeEffect. (ii) Northwest Seller and its Subsidiaries are, and have been at all times since January 1, 20052006, in compliance with the terms of the Northwest Seller Licenses or Permits and in compliance with all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) Laws relating to Northwest Seller and its Subsidiaries or their respective businesses, assets or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, Seller Licenses or Permits or such Applicable Laws, ADs or FARs Laws would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on Northwest and its Subsidiaries, taken as a wholeEffect. Since January 1, 20052006, neither Northwest Seller nor any of its Subsidiaries has received any written notification from the FAA, DOT or any other Governmental Entity (A) asserting that Northwest Seller or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, in any material respect with Applicable Laws (except for any such lack of compliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Permit (except for any such revocation which would notof the material Seller Licenses or Permits, individually or nor, in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole) noreach case, to the Knowledge of NorthwestSeller, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, to the Knowledge of NorthwestSeller, has been is threatened in writing against Northwest Seller or any of its Subsidiaries which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest and its Subsidiaries, taken as a whole. (iii) No material action, audit, demand, claim, suit, proceeding, requirement proceeding or investigation by the FAA, DOT or any other Governmental Entity, and no material suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest Seller or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 8.3(k))of Seller and its Subsidiaries, is pending or, to the Knowledge of NorthwestSeller, threatened which wouldthreatened, individually and no material unresolved claim or in the aggregate, reasonably be expected to have a Material Adverse Effect on Northwest dispute exists between Seller or any of its Subsidiaries and its Subsidiaries, taken as a wholeany Person. (iv) Neither Northwest Seller nor any of its Subsidiaries is, or at any time since January 1, 2005 has been, is subject to any material outstanding order, injunction or decree whichdecree. (v) There are no material unresolved complaints, individually claims or in disputes, or litigation or, to the aggregateKnowledge of Seller, has had threatened litigation, between Seller or would reasonably be expected to have a Material Adverse Effect on Northwest and any of its Subsidiaries, taken on the one hand, and any inter-exchange carrier, local exchange carrier, wireless carrier, Voice Over Internet Protocol provider or other provider, on the other hand, challenging any access charges or other inter-carrier compensation billed, allegedly owed, or paid, by or to Seller or any of its Subsidiaries for the origination or termination of any interstate, intrastate, or local telecommunications traffic, including any traffic received from or delivered to any third-party carrier or provider or its end users. (vi) No material Seller Licenses or Permits shall be terminated or impaired or become terminable, in whole or in part, as a wholeresult of the transactions contemplated by this Agreement, provided, that the notices and approvals disclosed in Section 3.1(c)(v) of the Seller Disclosure Schedule have been given or received, as appropriate. (vii) The revenues, expenses, assets and liabilities on the books of Seller and any of its Subsidiaries (including any related adjustments or reserves) accurately reflect, in accordance with GAAP, the reasonable likelihood and extent, under applicable tariffs, agreements and Communications Laws, that any intercarrier compensation billed or anticipated by Seller or its Subsidiaries shall be collected, and the reasonable likelihood that, and the extent to which, Seller or its Subsidiaries shall be required to pay any intercarrier compensation (whether or not already billed or claimed), including whether Seller or its Subsidiaries shall be required to refund any material intercarrier compensation amounts previously billed and collected or anticipated to be billed and collected by Seller or its Subsidiaries as a result of their operations. Nothing in this Section 3.1(g) addresses matters related to Taxes, which matters are addressed exclusively in Section 3.1(j).

Compliance with Applicable Laws; Permits; Litigation. Except as may be disclosed in the PAETEC Reports: (i) NorthwestPAETEC, its Subsidiaries and their respective employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations from the FAA and DOT) third Persons which are required for Northwest PAETEC and its Subsidiaries to own, lease and operate its their properties and other assets and to carry on their respective businesses in the manner described in the Northwest SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (collectively, the “Northwest PAETEC Licenses or Permits”), and all Northwest PAETEC Licenses or Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Northwest Permits would notPAETEC Licenses or Permits, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest PAETEC and its Subsidiaries, taken as a whole. (ii) Northwest PAETEC and its Subsidiaries are, and have been at all times since January 1, 20052004, in compliance with the terms of the Northwest PAETEC Licenses or Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by, the FAA, DOT or by any other Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws”) relating to Northwest PAETEC and its Subsidiaries or their respective businesses, assets or properties, or any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”) or Federal Aviation Regulations (“FARs”) except where the failure to be in compliance with the terms of the Northwest Permits, PAETEC Licenses or Permits or such Applicable Laws, ADs or FARs would not, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest PAETEC and its Subsidiaries, taken as a whole. Since January 1, 20052004, neither Northwest PAETEC nor any of its Subsidiaries has received any written notification from the FAA, DOT or any other Governmental Entity (A) asserting that Northwest PAETEC or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, with Applicable Laws (except for any such lack of compliance which would notwhich, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest PAETEC and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Northwest Permit PAETEC Licenses or Permits (except for any such revocation which would notwhich, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Northwest PAETEC and its Subsidiaries, taken as a whole) nor, to the Knowledge of NorthwestPAETEC, does any basis exist therefor. As of the date hereof, no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, to the Knowledge of NorthwestPAETEC, has been threatened in writing against Northwest PAETEC or any of its Subsidiaries which wouldwhich, individually or in the aggregate, would have, or reasonably be expected to have a Material Adverse Effect on Northwest PAETEC and its Subsidiaries, taken as a whole. (iii) No Except as may be disclosed in the PAETEC Reports, no action, audit, demand, claim, suit, proceeding, requirement or investigation by the FAA, DOT or any other Governmental Entity, and no suit, action, claim, mediation, arbitration or proceeding by any Person, against or affecting Northwest PAETEC or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 8.3(k8.3(h)), is pending or, to the Knowledge of NorthwestPAETEC, threatened which wouldwhich, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Northwest PAETEC and its Subsidiaries, taken as a whole. (iv) Neither Northwest PAETEC nor any of its Subsidiaries is, or at any time since January 1, 2005 2004 has been, subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Northwest PAETEC and its Subsidiaries, taken as a whole. (v) There are no material unresolved complaints, claims or disputes, or litigation or threatened litigation, between PAETEC or any of its Subsidiaries and any inter-exchange carrier, local exchange carrier, wireless carrier or Voice over Internet Protocol provider, challenging any access charges or other inter-carrier compensation billed, allegedly owed, or paid, by or to PAETEC or any of its Subsidiaries for the origination or termination of any interstate, intrastate, or local telecommunications traffic, including any traffic received from or delivered to any third-party carrier or provider or its end user(s). (vi) No material PAETEC Licenses or Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement, provided that the notices and approvals set forth in Section 3.1(c)(v)(E) of the PAETEC Disclosure Schedule have been given or received, as appropriate. (vii) The revenues, expenses, assets and liabilities on the books of PAETEC and any of its Subsidiaries (including any related adjustments or reserves) accurately reflect, subject to GAAP, the reasonable likelihood and extent, under applicable tariffs, agreements and Communications Laws (as defined in Section 3.1(n)(i)), that any intercarrier compensation billed or anticipated by PAETEC or its Subsidiaries will be collected, and the reasonable likelihood that, and the extent to which, PAETEC or its Subsidiaries will be required to pay any intercarrier compensation (whether or not already billed or claimed), including whether PAETEC or its Subsidiaries will be required to refund any material intercarrier compensation amounts previously billed and collected or anticipated to be billed and collected by PAETEC or its Subsidiaries as a result of their operations.