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

Compliance with Applicable Laws; Permits; Litigation. (a) Xxxxxx, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Xxxxxx and its Subsidiaries in the manner described in the Xxxxxx SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx Permits”), and all Xxxxxx Permits are 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 Xxxxxx Permit would not reasonably be likely to have a Material Adverse Effect on Xxxxxx. Xxxxxx and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Xxxxxx Permits and all Applicable Laws relating to Xxxxxx and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Xxxxxx Permits or such Applicable Laws would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Xxxxxx. To the Knowledge of Xxxxxx, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Xxxxxx. (b) 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, no action, demand, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or action, demand, suit, proceeding, mediation or arbitration by any Person, against or affecting Xxxxxx or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property, is pending or, to the Knowledge of Xxxxxx, threatened which, individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect on 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 Subsidiaries is subject to any material outstanding order, injunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (ai) XxxxxxApogent, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations registrations, approvals and approvals clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”), and the regulations of the U.S. Food and Drug Administration (the “FDA”) promulgated thereunder) and third Persons which are required for the operation of the businesses of Xxxxxx Apogent 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 Xxxxxx Apogent SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx Apogent Permits”), and all Xxxxxx Apogent 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 Xxxxxx Permit Apogent Permits, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Xxxxxx Apogent and its Subsidiaries, taken as a whole. (ii) Except as set forth in Section 3.1(g)(ii) of the Apogent Disclosure Schedule, Apogent and its Subsidiaries are are, and have been at all times since October 1, 2002, in compliance with and have no unresolved liability under the terms of the Xxxxxx Apogent Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity, including the Public Health Service Act, Biological Products, 21 C.F.R. óó 600-610 (the “Public Health Service Act”) (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, “Applicable Laws Laws”) relating to Xxxxxx Apogent and its Subsidiaries or their respective business businesses, assets or properties, except where the failure to be in compliance with the terms of the Xxxxxx Apogent Permits or such Applicable Laws would notLaws, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on XxxxxxApogent and its Subsidiaries, taken as a whole. To Except as set forth in Section 3.1(g)(ii) of the Knowledge Apogent Disclosure Schedule, since October 1, 2002, neither Apogent nor any of Xxxxxxits Subsidiaries has received any written notification from any Governmental Entity (A) asserting that Apogent or any of its Subsidiaries is not in compliance with, there are no facts or circumstances that are reasonably likely at any time since such date has failed to prevent or increase the cost comply with, Applicable Laws (except for any such lack of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on XxxxxxApogent and its Subsidiaries, taken as a whole) or (B) or threatening to revoke any Apogent Permit (except for any such revocation which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Apogent and its Subsidiaries, taken as a whole) nor, to the Knowledge of Apogent, does any basis exist therefore. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of Apogent, has been threatened in writing against Apogent or any of its Subsidiaries. (biii) Except with respect to Section 404 of SOX, Apogent 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 Apogent’s future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all provisions of SOX which shall become applicable to Apogent after the date hereof. (iv) As of the date hereof, except as and to the extent disclosed in the Xxxxxx Apogent 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, mediation, arbitration, requirement or investigation by any Governmental Entity or Entity, and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx Apogent or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual PropertyProperty (as defined in Section 8.3(i)), is pending or, to the Knowledge of XxxxxxApogent, threatened which, individually or in the aggregate, has had, or is would reasonably likely be expected to have, have a Material Adverse Effect on XxxxxxApogent and its Subsidiaries, taken as a whole. (cv) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11, neither Xxxxxx Neither Apogent nor any of its Subsidiaries is is, or at any time since October 1, 2002 has been, subject to any material outstanding order, injunction or decreedecree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Apogent and its Subsidiaries, taken as a whole.

Compliance with Applicable Laws; Permits; Litigation. (ai) XxxxxxDelta, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations registrations, approvals and approvals clearances of all Governmental Entities (including all authorizations from the FAA and DOT) which are required for the operation of the businesses of Xxxxxx 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 Xxxxxx Delta SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx Delta Permits”), and all Xxxxxx Delta 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 Xxxxxx Permit Delta Permits would not not, individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Xxxxxx Delta and its Subsidiaries, taken as a whole. (ii) Delta and its Subsidiaries are are, and have been at all times since January 1, 2005, in compliance with and have no unresolved liability under the terms of the Xxxxxx Delta Permits and all Applicable Laws relating to Xxxxxx Delta and its Subsidiaries or their respective business businesses, assets or properties, or any applicable operating certificates, common carrier obligations, ADs or FARs except where the failure to be in compliance with the terms of the Xxxxxx Permits Delta Permits, Applicable Laws, ADs , or such Applicable Laws FARs would not, individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on XxxxxxDelta and its Subsidiaries, taken as a whole. To Since January 1, 2005, neither Delta nor any of its Subsidiaries has received any written notification from the Knowledge FAA, DOT or any other Governmental Entity (A) asserting that Delta or any of Xxxxxxits Subsidiaries is not in compliance with, there are no facts or circumstances that are reasonably likely at any time since such date has failed to prevent or increase the cost comply with, Applicable Laws (except for any such lack of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs which would not, individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Delta and its Subsidiaries, taken as a whole) or (bB) threatening to revoke any 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 Delta and its Subsidiaries, taken as a whole) nor, to the Knowledge of Delta, does any basis exist therefor. As of the date hereof, except as and no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, to the extent disclosed Knowledge of Delta, has been threatened in writing against Delta or any of its Subsidiaries, which would, individually or in the Xxxxxx SEC Documents filed prior aggregate, reasonably be expected to the date of this Agreementhave a Material Adverse Effect on Delta and its Subsidiaries, no taken as a whole. (iii) No action, audit, demand, claim, suit, proceeding, mediation, arbitration, requirement or investigation by the FAA, DOT or any other Governmental Entity or Entity, and no suit, action, demandclaim, suitmediation, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx Delta or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property, is pending or, to the Knowledge of XxxxxxDelta, threatened which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Delta and its Subsidiaries, taken as a whole. (iv) Neither 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, had or is would reasonably likely be expected to have, have a Material Adverse Effect on XxxxxxDelta and its Subsidiaries, taken as a whole. (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 Subsidiaries is subject to any material outstanding order, injunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (a) XxxxxxCDT, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Xxxxxx CDT and its Subsidiaries in the manner described in the Xxxxxx CDT SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx "CDT Permits”"), and all Xxxxxx CDT Permits are 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 Xxxxxx CDT Permit would not reasonably be likely to have a Material Adverse Effect on XxxxxxCDT. Xxxxxx CDT and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Xxxxxx CDT Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws Laws") relating to Xxxxxx CDT and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Xxxxxx CDT Permits or such Applicable Laws would not, individually or in the aggregate, not reasonably be likely to have a Material Adverse Effect on Xxxxxx. To the Knowledge of Xxxxxx, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on XxxxxxCDT. (b) As of the date hereof, except as and to the extent disclosed in the Xxxxxx CDT SEC Documents filed prior to the date of this Agreement, no action, demand, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx CDT or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual PropertyProperty (as defined in Section 9.3(k)), is pending or, to the Knowledge (as defined in Section 9.3(l)) of XxxxxxCDT, threatened which, individually or in the aggregate, has hadbeen, or is reasonably likely to havebe, a Material Adverse Effect on Xxxxxxmaterial to CDT. (c) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11hereof, neither Xxxxxx CDT nor any of its Subsidiaries is subject to any material outstanding order, injunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (ai) XxxxxxFxxxxx, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations registrations, approvals and approvals clearances of all Governmental Entities (including all authorizations under the FDCA and the regulations of the FDA promulgated thereunder) and third Persons which are required for the operation of the businesses of Xxxxxx 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 Xxxxxx Fxxxxx SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx Fxxxxx Permits”), and all Xxxxxx Fxxxxx 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 Xxxxxx Permit Fxxxxx Permits, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Xxxxxx Fxxxxx and its Subsidiaries, taken as a whole. (ii) Except as set forth in Section 3.2(g)(ii) of the Fxxxxx Disclosure Schedule, Fxxxxx and its Subsidiaries are are, and have been at all times since October 1, 2002, in compliance with and have no unresolved liability under the terms of the Xxxxxx Fxxxxx Permits and all Applicable Laws relating to Xxxxxx Fxxxxx and its Subsidiaries or their respective business businesses, assets or properties, except where the failure to be in compliance with the terms of the Xxxxxx Fxxxxx Permits or such Applicable Laws would notLaws, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on XxxxxxFxxxxx and its Subsidiaries, taken as a whole. To Except as set forth in Section 3.2(g)(ii) of the Knowledge Fxxxxx Disclosure Schedule, since October 1, 2002, neither Fxxxxx nor any of Xxxxxxits Subsidiaries has received any written notification from any Governmental Entity (A) asserting that Fxxxxx or any of its Subsidiaries is not in compliance with, there are no facts or circumstances that are reasonably likely at any time since such date has failed to prevent or increase the cost comply with, Applicable Laws (except for any such lack of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on XxxxxxFxxxxx and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Fxxxxx Permit (except for any such revocation which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Fxxxxx and its Subsidiaries, taken as a whole) nor, to the Knowledge of Fxxxxx, does any basis exist therefore. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of Fxxxxx, has been threatened in writing against Fxxxxx or any of its Subsidiaries. (biii) 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 Xxxxxx 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, mediation, arbitration, requirement or investigation by any Governmental Entity or Entity, and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx Fxxxxx or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property, is pending or, to the Knowledge of XxxxxxFxxxxx, threatened which, individually or in the aggregate, has had, or is would reasonably likely be expected to have, have a Material Adverse Effect on XxxxxxFxxxxx and its Subsidiaries, taken as a whole, or Merger Sub. (cv) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11, neither Xxxxxx Neither Fxxxxx nor any of its Subsidiaries is is, or at any time since October 1, 2002 has been, subject to any material outstanding order, injunction or decreedecree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Fxxxxx and its Subsidiaries, taken as a whole.

Compliance with Applicable Laws; Permits; Litigation. (ai) XxxxxxNorthwest, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations registrations, approvals and approvals clearances of all Governmental Entities (including all authorizations from the FAA and DOT) which are required for the operation of the businesses of Xxxxxx 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 Xxxxxx Northwest SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx Northwest Permits”), and all Xxxxxx Northwest 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 Xxxxxx Permit Northwest Permits would not not, individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Xxxxxx Northwest and its Subsidiaries, taken as a whole. (ii) Northwest and its Subsidiaries are are, and have been at all times since January 1, 2005, in compliance with and have no unresolved liability under the terms of the Xxxxxx 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 Laws”) relating to Xxxxxx Northwest and its Subsidiaries or their respective business 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 Xxxxxx Permits Northwest Permits, Applicable Laws, ADs or such Applicable Laws FARs would not, individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on XxxxxxNorthwest and its Subsidiaries, taken as a whole. To Since January 1, 2005, neither Northwest nor any of its Subsidiaries has received any written notification from the Knowledge FAA, DOT or any other Governmental Entity (A) asserting that Northwest or any of Xxxxxxits Subsidiaries is not in compliance with, there are no facts or circumstances that are reasonably likely at any time since such date has failed to prevent or increase the cost comply with, Applicable Laws (except for any such lack of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs which would not, individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Northwest and its Subsidiaries, taken as a whole) or (bB) 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, except as and no investigation or review by the FAA, DOT or any other Governmental Entity is pending or, to the extent disclosed Knowledge of Northwest, has been threatened in writing against Northwest or any of its Subsidiaries which would, individually or in the Xxxxxx SEC Documents filed prior aggregate, reasonably be expected to the date of this Agreementhave a Material Adverse Effect on Northwest and its Subsidiaries, no taken as a whole. (iii) No action, audit, demand, claim, suit, proceeding, mediation, arbitration, requirement or investigation by the FAA, DOT or any other Governmental Entity or Entity, and no suit, action, demandclaim, suitmediation, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx Northwest or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual PropertyProperty (as defined in Section 8.3(k)), is pending or, to the Knowledge of XxxxxxNorthwest, 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 is would reasonably likely be expected to have, have a Material Adverse Effect on XxxxxxNorthwest and its Subsidiaries, taken as a whole. (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 Subsidiaries is subject to any material outstanding order, injunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (ai) XxxxxxThermo Electron, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations registrations, approvals and approvals clearances of all Governmental Entities (including all authorizations under the FDCA, and the regulations of the FDA promulgated thereunder) and third Persons which are required for the operation of the businesses of Xxxxxx 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 Xxxxxx Thermo Electron SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx "Thermo Electron Permits”"), and all Xxxxxx Thermo Electron 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 Xxxxxx Permit Thermo Electron Permits, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Xxxxxx Thermo Electron and its Subsidiaries, taken as a whole. (ii) Thermo Electron and its Subsidiaries are are, and have been at all times since January 1, 2004, in compliance with and have no unresolved liability under the terms of the Xxxxxx Thermo Electron Permits and all Applicable Laws relating to Xxxxxx Thermo Electron and its Subsidiaries or their respective business businesses, assets or properties, except where the failure to be in compliance with the terms of the Xxxxxx Thermo Electron Permits or such Applicable Laws would notLaws, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on XxxxxxThermo Electron and its Subsidiaries, taken as a whole. To the Knowledge Since January 1, 2004, neither Thermo Electron nor any of Xxxxxxits Subsidiaries has received any written notification from any Governmental Entity (A) asserting that Thermo Electron or any of its Subsidiaries is not in compliance with, there are no facts or circumstances that are reasonably likely at any time since such date has failed to prevent or increase the cost comply with, Applicable Laws (except for any such lack of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Thermo Electron and its Subsidiaries, taken as a whole) or (bB) threatening to revoke any Thermo Electron Permit (except for any such revocation which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Thermo Electron and its Subsidiaries, taken as a whole) nor, to the Knowledge of Thermo Electron, does any basis exist therefor. As of the date hereof, except no investigation or review by any Governmental Entity is pending or, to the Knowledge of Thermo Electron, has been threatened in writing against Thermo Electron or any of its Subsidiaries, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Thermo Electron and its Subsidiaries, taken as a whole. (iii) 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 Xxxxxx 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, mediation, arbitration, requirement or investigation by any Governmental Entity or Entity, and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx Thermo Electron or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property, is pending or, to the Knowledge of XxxxxxThermo Electron, threatened which, individually or in the aggregate, has had, or is would reasonably likely be expected to have, have a Material Adverse Effect on XxxxxxThermo Electron and its Subsidiaries, taken as a whole, or Merger Sub. (cv) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11, neither Xxxxxx Neither Thermo Electron nor any of its Subsidiaries is is, or at any time since January 1, 2004 has been, subject to any material outstanding order, injunction or decreedecree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Thermo Electron and its Subsidiaries, taken as a whole.

Compliance with Applicable Laws; Permits; Litigation. (a) XxxxxxADC, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Xxxxxx ADC and its Subsidiaries in the manner described in the Xxxxxx ADC SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx ADC Permits”), and all Xxxxxx ADC Permits are 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 Xxxxxx ADC Permit would not reasonably be likely to have a Material Adverse Effect on XxxxxxADC. Xxxxxx ADC and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Xxxxxx ADC Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, “Applicable Laws Laws” or “Applicable Law” ) relating to Xxxxxx ADC and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Xxxxxx ADC Permits or such Applicable Laws would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Xxxxxx. To the Knowledge of Xxxxxx, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on XxxxxxADC. (b) As of the date hereof, except as and to the extent disclosed in the Xxxxxx ADC SEC Documents filed prior to the date of this Agreement, no action, demand, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx ADC or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual PropertyProperty (as defined in Section 3.12(a)), is pending or, to the Knowledge of XxxxxxADC, threatened which, individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect on XxxxxxADC. (c) As of the date hereof and except with respect to environmental matters which are covered by Section 4.113.11, neither Xxxxxx ADC nor any of its Subsidiaries is subject to any material outstanding order, injunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (a) XxxxxxParent, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Xxxxxx Parent and its Subsidiaries in the manner described in the Xxxxxx Parent SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx Parent Permits”), and all Xxxxxx Parent Permits are in full force and effect, and all required filings and applications (including renewals) with respect to Xxxxxx 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 Xxxxxx Parent Permit would not reasonably be likely to have a Material Adverse Effect on XxxxxxParent. Xxxxxx Parent and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Xxxxxx Parent Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, “Applicable Laws Laws” or “Applicable Law”) relating to Xxxxxx Parent and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Xxxxxx Parent Permits or such Applicable Laws would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on XxxxxxParent. To the Knowledge of XxxxxxParent, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Xxxxxx Parent Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on XxxxxxParent. (b) As of the date hereof, except as and to the extent disclosed in the Xxxxxx Parent SEC Documents filed prior to the date of this Agreement, no action, demand, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or action, demand, suit, proceeding, mediation or arbitration by any Person, against or affecting Xxxxxx Parent or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property, is pending or, to the Knowledge of XxxxxxParent, threatened which, individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect on XxxxxxParent. (c) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11hereof, neither Xxxxxx Parent nor any of its Subsidiaries is subject to any material outstanding order, injunction or decree.

Compliance with Applicable Laws; Permits; Litigation. Except as may be disclosed in the US LEC SEC Documents: (ai) XxxxxxUS LEC, its Subsidiaries and their respective employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations registrations, approvals and approvals clearances of all Governmental Entities and third Persons which are required for the operation of the businesses of Xxxxxx 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 Xxxxxx US LEC SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx US LEC Licenses or Permits”), and all Xxxxxx US LEC Licenses or 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 Xxxxxx Permit US LEC Licenses or Permits, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Xxxxxx US LEC and its Subsidiaries, taken as a whole. (ii) US LEC and its Subsidiaries are are, and have been at all times since January 1, 2004, in compliance with and have no unresolved liability under the terms of the Xxxxxx US LEC Licenses or Permits and all Applicable Laws relating to Xxxxxx US LEC and its Subsidiaries or their respective business businesses, assets or properties, except where the failure to be in compliance with the terms of the Xxxxxx US LEC Licenses or Permits or such Applicable Laws would notLaws, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on XxxxxxUS LEC and its Subsidiaries, taken as a whole. To the Knowledge Since January 1, 2004, neither US LEC nor any of Xxxxxxits Subsidiaries has received any written notification from any Governmental Entity (A) asserting that US LEC or any of its Subsidiaries is not in compliance with, there are no facts or circumstances that are reasonably likely at any time since such date has failed to prevent or increase the cost comply with, Applicable Laws (except for any such lack of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would notwhich, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. US LEC and its Subsidiaries, taken as a whole) or (bB) threatening to revoke any of the US LEC Licenses or Permits (except for any such revocation which, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on US LEC and its Subsidiaries, taken as a whole) nor, to the Knowledge of US LEC, does any basis exist therefor. As of the date hereof, except as and no investigation or review by any Governmental Entity is pending or, to the extent disclosed Knowledge of US LEC, has been threatened in writing against US LEC or any of its Subsidiaries, which, individually or in the Xxxxxx SEC Documents filed prior aggregate, would have, or reasonably be expected to have a Material Adverse Effect on 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 date provisions of this Agreement, no SOX applicable to it. (iv) No action, audit, demand, claim, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or Entity, and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx US LEC or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property, is pending or, to the Knowledge of XxxxxxUS LEC, threatened which, individually or in the aggregate, has had, or is would reasonably likely be expected to have, have a Material Adverse Effect on XxxxxxUS LEC and its Subsidiaries, taken as a whole. (cv) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11, neither Xxxxxx Neither US LEC nor any of its Subsidiaries is is, or at any time since January 1, 2004 has been, subject to any material outstanding order, injunction or decreedecree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on 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. Except as may be disclosed in the PAETEC Reports: (ai) XxxxxxPAETEC, its Subsidiaries and their respective employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations registrations, approvals and approvals clearances of all Governmental Entities and third Persons which are required for the operation of the businesses of Xxxxxx PAETEC and its Subsidiaries in the manner described in the Xxxxxx SEC Documents filed prior to the date hereof own, lease and operate their properties and other assets and to carry on their respective businesses as they are being conducted as of the date hereof (collectively, the “Xxxxxx PAETEC Licenses or Permits”), and all Xxxxxx PAETEC Licenses or 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 Xxxxxx Permit PAETEC Licenses or Permits, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Xxxxxx PAETEC and its Subsidiaries, taken as a whole. (ii) PAETEC and its Subsidiaries are are, and have been at all times since January 1, 2004, in compliance with and have no unresolved liability under the terms of the Xxxxxx PAETEC Licenses or Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, “Applicable Laws Laws”) relating to Xxxxxx PAETEC and its Subsidiaries or their respective business businesses, assets or properties, except where the failure to be in compliance with the terms of the Xxxxxx PAETEC Licenses or Permits or such Applicable Laws would notLaws, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on XxxxxxPAETEC and its Subsidiaries, taken as a whole. To the Knowledge Since January 1, 2004, neither PAETEC nor any of Xxxxxxits Subsidiaries has received any written notification from any Governmental Entity (A) asserting that PAETEC or any of its Subsidiaries is not in compliance with, there are no facts or circumstances that are reasonably likely at any time since such date has failed to prevent or increase the cost comply with Applicable Laws (except for any such lack of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would notwhich, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. PAETEC and its Subsidiaries, taken as a whole) or (bB) threatening to revoke any PAETEC Licenses or Permits (except for any such revocation which, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on PAETEC and its Subsidiaries, taken as a whole) nor, to the Knowledge of PAETEC, does any basis exist therefor. As of the date hereof, except as and no investigation or review by any Governmental Entity is pending or, to the extent Knowledge of PAETEC, has been threatened in writing against PAETEC or any of its Subsidiaries which, individually or in the aggregate, would have, or reasonably be expected to have a Material Adverse Effect on PAETEC and its Subsidiaries, taken as a whole. (iii) Except as may be disclosed in the Xxxxxx SEC Documents filed prior to the date of this AgreementPAETEC Reports, no action, audit, demand, claim, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or Entity, and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx PAETEC or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual PropertyProperty (as defined in Section 8.3(h)), is pending or, to the Knowledge of XxxxxxPAETEC, threatened which, individually or in the aggregate, has had, or is would reasonably likely be expected to have, have a Material Adverse Effect on XxxxxxPAETEC and its Subsidiaries, taken as a whole. (civ) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11, neither Xxxxxx Neither PAETEC nor any of its Subsidiaries is is, or at any time since January 1, 2004 has been, subject to any material outstanding order, injunction or decreedecree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on 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.

Compliance with Applicable Laws; Permits; Litigation. (ai) XxxxxxBiogen, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) which are required for the operation of the businesses of Xxxxxx Biogen and its Subsidiaries in the manner described in the Xxxxxx Biogen SEC Documents filed prior to the date hereof and or as they are being conducted as of the date hereof (the “Xxxxxx "Biogen Permits”"), and all Xxxxxx Biogen Permits are 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 Xxxxxx Permit Biogen Permits individually or in the aggregate would not reasonably be likely to have a Material Adverse Effect on XxxxxxBiogen. Xxxxxx As of the date hereof, Biogen and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Xxxxxx Biogen Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws Laws") relating to Xxxxxx Biogen and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Xxxxxx Biogen Permits or such Applicable Laws would not, individually or in the aggregate, aggregate would not reasonably be likely to have a Material Adverse Effect on Xxxxxx. To the Knowledge of Xxxxxx, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on XxxxxxBiogen. (bii) As of the date hereof, except as and to the extent disclosed in the Xxxxxx Biogen SEC Documents filed prior to the date of this Agreement, including the notes to the financial statements included therein, no action, demand, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx Biogen or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual PropertyProperty (as defined in Section 8.3(j)), is pending or, to the Knowledge (as defined in Section 8.3(k)) of XxxxxxBiogen, threatened which individually or in the aggregate would reasonably be likely to have a Material Adverse Effect on Biogen. (iii) As of the date hereof, neither Biogen nor any of its Subsidiaries is subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had, had or is would reasonably be likely to have, have a Material Adverse Effect on XxxxxxBiogen. (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 Subsidiaries is subject to any material outstanding order, injunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (ai) XxxxxxLumera, its Subsidiaries and their respective employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Xxxxxx 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 Xxxxxx Lumera SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx Lumera Licenses or Permits”), and all Xxxxxx Lumera Licenses or 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 Xxxxxx Permit Lumera Licenses or Permits, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Xxxxxx Lumera and its Subsidiaries, taken as a whole. (ii) Lumera and its Subsidiaries are are, and have been at all times since January 1, 2007, in compliance with and have no unresolved liability under the terms of the Xxxxxx Lumera Licenses or Permits and all Applicable Laws relating to Xxxxxx Lumera and its Subsidiaries or their respective business businesses, assets or properties, except where the failure to be in compliance with the terms of the Xxxxxx Lumera Licenses or Permits or such Applicable Laws would notLaws, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on XxxxxxLumera and its Subsidiaries, taken as a whole. To the Knowledge Since January 1, 2007, neither Lumera nor any of Xxxxxxits Subsidiaries has received any written notification from any Governmental Entity (A) asserting that Lumera or any of its Subsidiaries is not in compliance with, there are no facts or circumstances that are reasonably likely at any time since such date has failed to prevent or increase the cost comply with, Applicable Laws (except for any such lack of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would notwhich, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Lumera and its Subsidiaries, taken as a whole) or (bB) threatening to revoke any of the Lumera Licenses or Permits (except for any such revocation which, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on Lumera and its Subsidiaries, taken as a whole) nor, to the Knowledge of Lumera, does any basis exist therefor. As of the date hereof, except as and no investigation or review by any Governmental Entity is pending or, to the extent disclosed Knowledge of Lumera, has been threatened in writing against Lumera or any of its Subsidiaries, which, individually or in the Xxxxxx SEC Documents filed prior aggregate, would have, or reasonably be expected to the date of this Agreementhave a Material Adverse Effect on Lumera and its Subsidiaries, no taken as a whole. (iii) No action, audit, demand, claim, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or Entity, and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx Lumera or any of its Subsidiaries or any of their respective businesses or properties, including the Intellectual PropertyProperty set forth on Section 3.2(l)(i) of the Lumera Disclosure Schedule, is pending or, to the Knowledge of XxxxxxLumera, threatened which, individually or in the aggregate, has had, or is would reasonably likely be expected to have, have a Material Adverse Effect on XxxxxxLumera and its Subsidiaries, taken as a whole. (civ) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11, neither Xxxxxx Neither Lumera nor any of its Subsidiaries is is, or at any time since January 1, 2007 has been, subject to any material outstanding order, injunction or decreedecree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on 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. (a) Xxxxxx, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Xxxxxx and its Subsidiaries in the manner described in the Xxxxxx SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx "Belden Permits”"), and all Xxxxxx Belden Permits are 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 Xxxxxx Permit would not reasonably be likely to have a Material Adverse Effect on Xxxxxx. Xxxxxx and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Xxxxxx Permits and all Applicable Laws relating to Xxxxxx and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Xxxxxx Permits or such Applicable Laws would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Xxxxxx. To the Knowledge of Xxxxxx, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, not reasonably be likely to have a Material Adverse Effect on Xxxxxx. (b) As of the date hereof, except as and to the extent disclosed in the Xxxxxx SEC Documents filed prior to the date of this AgreementAgreement or as set forth in Section 4.7(b) of the Xxxxxx Disclosure Schedule, no action, demand, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx Belden or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property, is pending or, to the Knowledge of Xxxxxx, threatened which, individually or in the aggregate, has hadbeen, or is reasonably likely to havebe, a Material Adverse Effect on material to Xxxxxx. (c) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11hereof, neither Xxxxxx Belden nor any of its Subsidiaries is subject to any material outstanding order, injunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (ai) XxxxxxIDEC, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities (including all authorizations under the FDCA and the regulations of the FDA promulgated thereunder) which are required for the operation of the businesses of Xxxxxx IDEC and its Subsidiaries in the manner described in the Xxxxxx IDEC SEC Documents filed prior to the date hereof and or as they are being conducted as of the date hereof (the “Xxxxxx "IDEC Permits”"), and all Xxxxxx IDEC Permits are 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 Xxxxxx Permit IDEC Permits individually or in the aggregate would not reasonably be likely to have a Material Adverse Effect on XxxxxxIDEC. Xxxxxx As of the date hereof, IDEC and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Xxxxxx IDEC Permits and all Applicable Laws relating to Xxxxxx IDEC and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Xxxxxx IDEC Permits or such Applicable Laws would not, individually or in the aggregate, aggregate would not reasonably be likely to have a Material Adverse Effect on Xxxxxx. To the Knowledge of Xxxxxx, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on XxxxxxIDEC. (bii) As of the date hereof, except as and to the extent disclosed in the Xxxxxx IDEC SEC Documents filed prior to the date of this Agreement, including the notes to the financial statements included therein, no action, demand, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx IDEC or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property, is pending or, to the Knowledge of XxxxxxIDEC, threatened which individually or in the aggregate would reasonably be likely to have a Material Adverse Effect on IDEC or Merger Sub. (iii) As of the date hereof, neither IDEC nor any of its Subsidiaries is subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had, had or is would reasonably be likely to have, have a Material Adverse Effect on XxxxxxIDEC. (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 Subsidiaries is subject to any material outstanding order, injunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (ai) XxxxxxApogent, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations registrations, approvals and approvals clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the operation of the businesses of Xxxxxx Apogent 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 Xxxxxx Apogent SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx "Apogent Permits”"), and all Xxxxxx Apogent 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 Xxxxxx Permit Apogent Permits, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Xxxxxx Apogent and its Subsidiaries, taken as a whole. (ii) Except as set forth in Section 3.2(g)(ii) of the Apogent Disclosure Schedule, Apogent and its Subsidiaries are are, and have been at all times since October 1, 2002, in compliance with and have no unresolved liability under the terms of the Xxxxxx Apogent Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity, including the Public Health Service Act, Biological Products, 21 C.F.R.Sections 600-610 (the "Public Health Service Act") (all such laws, statutes, orders, rules, regulations, policies, directives, guidelines, judgments, decisions and orders, collectively, "Applicable Laws Laws") relating to Xxxxxx Apogent and its Subsidiaries or their respective business businesses, assets or properties, except where the failure to be in compliance with the terms of the Xxxxxx Apogent Permits or such Applicable Laws would notLaws, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on XxxxxxApogent and its Subsidiaries, taken as a whole. To Except as set forth in Section 3.2(g)(ii) of the Knowledge Apogent Disclosure Schedule, since October 1, 2002, neither Apogent nor any of Xxxxxxits Subsidiaries has received any written notification from any Governmental Entity (A) asserting that Apogent or any of its Subsidiaries is not in compliance with, there are no facts or circumstances that are reasonably likely at any time since such date has failed to prevent or increase the cost comply with, Applicable Laws (except for any such lack of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on XxxxxxApogent and its Subsidiaries, taken as a whole) or (B) or threatening to revoke any Permit (except for any such revocation which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Apogent and its Subsidiaries, taken as a whole) nor, to the Knowledge of Apogent, does any basis exist therefore. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of Apogent, has been threatened in writing against Apogent or any of its Subsidiaries. (biii) Except with respect to Section 404 of SOX, Apogent 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 Apogent's future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all provisions of SOX which shall become applicable to Apogent after the date hereof. (iv) As of the date hereof, except as and to the extent disclosed in the Xxxxxx Apogent 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, mediation, arbitration, requirement or investigation by any Governmental Entity or Entity, and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx Apogent or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual PropertyProperty (as defined in Section 8.3(i)), is pending or, to the Knowledge of XxxxxxApogent, threatened which, individually or in the aggregate, has had, or is would reasonably likely be expected to have, have a Material Adverse Effect on XxxxxxApogent and its Subsidiaries, taken as a whole. (cv) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11, neither Xxxxxx Neither Apogent nor any of its Subsidiaries is is, or at any time since October 1, 2002 has been, subject to any material outstanding order, injunction or decreedecree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Apogent and its Subsidiaries, taken as a whole.

Compliance with Applicable Laws; Permits; Litigation. (ai) XxxxxxIDEC, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities (including all authorizations under the FDCA and the regulations of the FDA promulgated thereunder) which are required for the operation of the businesses of Xxxxxx IDEC and its Subsidiaries in the manner described in the Xxxxxx IDEC SEC Documents filed prior to the date hereof and or as they are being conducted as of the date hereof (the “Xxxxxx IDEC Permits”), and all Xxxxxx IDEC Permits are 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 Xxxxxx Permit IDEC Permits individually or in the aggregate would not reasonably be likely to have a Material Adverse Effect on XxxxxxIDEC. Xxxxxx As of the date hereof, IDEC and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Xxxxxx IDEC Permits and all Applicable Laws relating to Xxxxxx IDEC and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Xxxxxx IDEC Permits or such Applicable Laws would not, individually or in the aggregate, aggregate would not reasonably be likely to have a Material Adverse Effect on Xxxxxx. To the Knowledge of Xxxxxx, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on XxxxxxIDEC. (bii) As of the date hereof, except as and to the extent disclosed in the Xxxxxx IDEC SEC Documents filed prior to the date of this Agreement, including the notes to the financial statements included therein, no action, demand, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx IDEC or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property, is pending or, to the Knowledge of XxxxxxIDEC, threatened which individually or in the aggregate would reasonably be likely to have a Material Adverse Effect on IDEC or Merger Sub. (iii) As of the date hereof, neither IDEC nor any of its Subsidiaries is subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had, had or is would reasonably be likely to have, have a Material Adverse Effect on XxxxxxIDEC. (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 Subsidiaries is subject to any material outstanding order, injunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (ai) XxxxxxBiogen, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”), and the regulations of the U.S. Food and Drug Administration (the “FDA”) promulgated thereunder) which are required for the operation of the businesses of Xxxxxx Biogen and its Subsidiaries in the manner described in the Xxxxxx Biogen SEC Documents filed prior to the date hereof and or as they are being conducted as of the date hereof (the “Xxxxxx Biogen Permits”), and all Xxxxxx Biogen Permits are 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 Xxxxxx Permit Biogen Permits individually or in the aggregate would not reasonably be likely to have a Material Adverse Effect on XxxxxxBiogen. Xxxxxx As of the date hereof, Biogen and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Xxxxxx Biogen Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, “Applicable Laws Laws”) relating to Xxxxxx Biogen and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Xxxxxx Biogen Permits or such Applicable Laws would not, individually or in the aggregate, aggregate would not reasonably be likely to have a Material Adverse Effect on Xxxxxx. To the Knowledge of Xxxxxx, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on XxxxxxBiogen. (bii) As of the date hereof, except as and to the extent disclosed in the Xxxxxx Biogen SEC Documents filed prior to the date of this Agreement, including the notes to the financial statements included therein, no action, demand, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx Biogen or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual PropertyProperty (as defined in Section 8.3(j)), is pending or, to the Knowledge (as defined in Section 8.3(k)) of XxxxxxBiogen, threatened which individually or in the aggregate would reasonably be likely to have a Material Adverse Effect on Biogen. (iii) As of the date hereof, neither Biogen nor any of its Subsidiaries is subject to any outstanding order, injunction or decree which, individually or in the aggregate, has had, had or is would reasonably be likely to have, have a Material Adverse Effect on XxxxxxBiogen. (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 Subsidiaries is subject to any material outstanding order, injunction or decree.

Compliance with Applicable Laws; Permits; Litigation. As of the date hereof, except as set forth in the Buyer SEC Documents: (ai) XxxxxxBuyer holds all authorizations, its Subsidiaries and employees hold all permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations registrations, approvals and approvals clearances of all Governmental Entities and third Persons which are required for the operation of the Buyer to own, lease and operate its properties and other assets and to carry on their respective businesses of Xxxxxx and its Subsidiaries in the manner described in the Xxxxxx Buyer SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx Buyer Licenses or Permits”), and all Xxxxxx Buyer Licenses or 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 Xxxxxx Permit Buyer Licenses or Permits would not reasonably be likely to not, individually or in the aggregate, have a Buyer Material Adverse Effect on Xxxxxx. Xxxxxx Effect. (ii) Buyer is, and its Subsidiaries are has been at all times since January 1, 2006, in compliance with and have no unresolved liability under the terms of the Xxxxxx Buyer Licenses or Permits and all Applicable Laws relating to Xxxxxx Buyer and its Subsidiaries or their respective business businesses, assets or properties, except where the failure to be in compliance with the terms of the Xxxxxx Buyer Licenses or Permits or such Applicable Laws Laws, would not, individually or in the aggregate, reasonably be likely to have a Buyer Material Adverse Effect on XxxxxxEffect. To Since January 1, 2006, Buyer has not received any written notification from any Governmental Entity (A) asserting that Buyer is not in compliance with, or at any time since such date has failed to comply in any material respect with Applicable Laws or (B) threatening to revoke any of the material Buyer Licenses or Permits nor, to the Knowledge of XxxxxxBuyer, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Xxxxxx. (b) does any basis exist therefor. As of the date hereof, except as and no investigation or review by any Governmental Entity is pending or, to the extent disclosed Knowledge of Buyer, is threatened in writing against Buyer. (iii) Since the Xxxxxx SEC Documents filed prior provisions of SOX first became applicable to Buyer, Buyer is, and has been, in material compliance in all material respects with the date provisions of this Agreement, no SOX applicable to it. (iv) No material action, audit, demand, claim, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or Entity, and no material suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx Buyer or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property, is pending or, to the Knowledge of XxxxxxBuyer, threatened which, individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect on Xxxxxxthreatened. (cv) 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 Subsidiaries Buyer is not subject to any material outstanding order, injunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (a) XxxxxxAxxxxx, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Xxxxxx Axxxxx and its Subsidiaries in the manner described in the Xxxxxx Axxxxx SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Xxxxxx Axxxxx Permits”), and all Xxxxxx Axxxxx Permits are 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 Xxxxxx Axxxxx Permit would not reasonably be likely to have a Material Adverse Effect on XxxxxxAxxxxx. Xxxxxx Axxxxx and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Xxxxxx Axxxxx Permits and all Applicable Laws relating to Xxxxxx Axxxxx and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Xxxxxx Axxxxx Permits or such Applicable Laws would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Xxxxxx. To the Knowledge of Xxxxxx, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on XxxxxxAxxxxx. (b) As of the date hereof, except as and to the extent disclosed in the Xxxxxx Axxxxx SEC Documents filed prior to the date of this Agreement, no action, demand, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx Axxxxx or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property, is pending or, to the Knowledge of XxxxxxAxxxxx, threatened which, individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect on XxxxxxAxxxxx. (c) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11, neither Xxxxxx Axxxxx nor any of its Subsidiaries is subject to any material outstanding order, injunction or decree.

Compliance with Applicable Laws; Permits; Litigation. (ai) XxxxxxGigOptix, its Subsidiaries and their respective employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Xxxxxx GigOptix and its Subsidiaries in the manner described in the Xxxxxx SEC Documents filed prior to the date hereof own, lease and operate their properties and other assets and to carry on their respective businesses as they are being conducted as of the date hereof (collectively, the “Xxxxxx GigOptix Licenses or Permits”), and all Xxxxxx GigOptix Licenses or 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 Xxxxxx Permit GigOptix Licenses or Permits, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Xxxxxx GigOptix and its Subsidiaries, taken as a whole. (ii) GigOptix and its Subsidiaries are are, and have been at all times since January 1, 2007, in compliance with and have no unresolved liability under the terms of the Xxxxxx GigOptix Licenses or Permits and all laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, “Applicable Laws Laws”) relating to Xxxxxx GigOptix and its Subsidiaries or their respective business businesses, assets or properties, except where the failure to be in compliance with the terms of the Xxxxxx GigOptix Licenses or Permits or such Applicable Laws would notLaws, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on XxxxxxGigOptix and its Subsidiaries, taken as a whole. To the Knowledge Since January 1, 2007, neither GigOptix nor any of Xxxxxxits Subsidiaries has received any written notification from any Governmental Entity (A) asserting that GigOptix or any of its Subsidiaries is not in compliance with, there are no facts or circumstances that are reasonably likely at any time since such date has failed to prevent or increase the cost comply with Applicable Laws (except for any such lack of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would notwhich, individually or in the aggregate, would not have, or reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. GigOptix and its Subsidiaries, taken as a whole) or (bB) threatening to revoke any GigOptix Licenses or Permits (except for any such revocation which, individually or in the aggregate, would not have, or reasonably be expected to have a Material Adverse Effect on GigOptix and its Subsidiaries, taken as a whole) nor, to the Knowledge of GigOptix, does any basis exist therefor. As of the date hereof, except as and no investigation or review by any Governmental Entity is pending or, to the extent disclosed Knowledge (as defined in Section 8.3(o)) of GigOptix, has been threatened in writing against GigOptix or any of its Subsidiaries which, individually or in the Xxxxxx SEC Documents filed prior aggregate, would have, or reasonably be expected to the date of this Agreementhave a Material Adverse Effect on GigOptix and its Subsidiaries, no taken as a whole. (iii) No action, audit, demand, claim, suit, proceeding, mediation, arbitration, requirement or investigation by any Governmental Entity or Entity, and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx the Predecessor Company, GigOptix or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual PropertyProperty (as defined in Section 8.3(n)) set forth on Section 3.1(m)(i) of the GigOptix Disclosure Schedule, is pending or, to the Knowledge of XxxxxxGigOptix, threatened which, individually or in the aggregate, has had, or is would reasonably likely be expected to have, have a Material Adverse Effect on Xxxxxxthe Predecessor Company, GigOptix and its Subsidiaries, taken as a whole. (civ) As of Neither the date hereof and except with respect to environmental matters which are covered by Section 4.11Predecessor Company, neither Xxxxxx GigOptix nor any of its Subsidiaries is is, or at any time since January 1, 2007 has been, subject to any material outstanding order, injunction or decreedecree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on 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. (ai) Xxxxxx, its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations registrations, approvals and approvals clearances of all Governmental Entities (including all authorizations under the FDCA and the regulations of the FDA promulgated thereunder) and third Persons which are required for 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 Xxxxxx SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “"Xxxxxx Permits”"), and all 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 Xxxxxx Permit Permits, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Xxxxxx. Xxxxxx and its Subsidiaries, taken as a whole. (ii) Except as set forth in Section 3.2(g)(ii) of the Xxxxxx Disclosure Schedule, Xxxxxx and its Subsidiaries are are, and have been at all times since October 1, 2002, in compliance with and have no unresolved liability under the terms of the Xxxxxx Permits and all Applicable Laws relating to Xxxxxx and its Subsidiaries or their respective business businesses, assets or properties, except where the failure to be in compliance with the terms of the Xxxxxx Permits or such Applicable Laws would notLaws, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on XxxxxxXxxxxx and its Subsidiaries, taken as a whole. To Except as set forth in Section 3.2(g)(ii) of the Knowledge Xxxxxx Disclosure Schedule, since October 1, 2002, neither Xxxxxx nor any of Xxxxxxits Subsidiaries has received any written notification from any Governmental Entity (A) asserting that Xxxxxx or any of its Subsidiaries is not in compliance with, there are no facts or circumstances that are reasonably likely at any time since such date has failed to prevent or increase the cost comply with, Applicable Laws (except for any such lack of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would notwhich, individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Xxxxxx and its Subsidiaries, taken as a whole) or (B) threatening to revoke any Permit (except for any such revocation which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Xxxxxx and its Subsidiaries, taken as a whole) nor, to the Knowledge of Xxxxxx, does any basis exist therefore. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of Xxxxxx, has been threatened in writing against Xxxxxx or any of its Subsidiaries. (biii) 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, mediation, arbitration, requirement or investigation by any Governmental Entity or Entity, and no suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual Property, is pending or, to the Knowledge of Xxxxxx, threatened which, individually or in the aggregate, has had, or is would reasonably likely be expected to have, have a Material Adverse Effect on XxxxxxXxxxxx and its Subsidiaries, taken as a whole, or Merger Sub. (cv) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11, neither Neither Xxxxxx nor any of its Subsidiaries is is, or at any time since October 1, 2002 has been, subject to any material outstanding order, injunction or decreedecree which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on 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: (ai) Xxxxxx, Seller and its Subsidiaries and employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations registrations, approvals and approvals clearances of all Governmental Entities and third Persons which are required for the operation of the businesses of Xxxxxx Seller and its Subsidiaries in the manner described in the Xxxxxx SEC Documents filed prior to the date hereof own, lease and as they are being conducted as of the date hereof operate its properties and other assets and to carry on their respective businesses (collectively, the “Xxxxxx Seller Licenses or Permits”), and all Xxxxxx Seller Licenses or 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 Xxxxxx Permit Seller Licenses or Permits, would not reasonably be likely to not, individually or in the aggregate, have a Seller Material Adverse Effect on Xxxxxx. Xxxxxx Effect. (ii) Seller and its Subsidiaries are are, and have been at all times since January 1, 2006, in compliance with and have no unresolved liability under the terms of the Xxxxxx Seller Licenses or Permits and in compliance with all Applicable Laws relating to Xxxxxx Seller and its Subsidiaries or their respective business businesses, assets or properties, except where the failure to be in compliance with the terms of the Xxxxxx Seller Licenses or Permits or such Applicable Laws would not, individually or in the aggregate, reasonably be likely to have a Seller Material Adverse Effect on XxxxxxEffect. To Since January 1, 2006, neither Seller nor any of its Subsidiaries has received any written notification from any Governmental Entity (A) asserting that Seller or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply in any material respect with Applicable Laws or (B) threatening to revoke any of the material Seller Licenses or Permits, nor, in each case, to the Knowledge of XxxxxxSeller, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Xxxxxx Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Xxxxxx. (b) does any basis exist therefor. As of the date hereof, except as and no investigation or review by any Governmental Entity is pending or, to the extent disclosed in the Xxxxxx SEC Documents filed prior to the date Knowledge of this AgreementSeller, no is threatened against Seller or any of its Subsidiaries. (iii) No material action, audit, demand, claim, suit, proceeding, mediation, arbitration, requirement proceeding or investigation by any Governmental Entity or Entity, and no material suit, action, demandmediation, suit, proceeding, mediation arbitration or arbitration proceeding by any Person, against or affecting Xxxxxx Seller or any of its Subsidiaries or any of their respective businesses or properties, including Intellectual PropertyProperty of Seller and its Subsidiaries, is pending or, to the Knowledge of XxxxxxSeller, threatened whichthreatened, individually and no material unresolved claim or in the aggregate, has had, dispute exists between Seller or is reasonably likely to have, a Material Adverse Effect on Xxxxxxany of its Subsidiaries and any Person. (civ) As of the date hereof and except with respect to environmental matters which are covered by Section 4.11, neither Xxxxxx Neither Seller nor any of its Subsidiaries is subject to any material outstanding order, injunction or decree. (v) There are no material unresolved complaints, claims or disputes, or litigation or, to the Knowledge of Seller, threatened litigation, between Seller or any of its Subsidiaries, 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 result 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).