Common use of Compliance with Governmental Authorizations and Applicable Law Clause in Contracts

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Schedule contains a description of: (i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1995, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time since its organization has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or in any other manner relating Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them in connection therewith; and (ii) each Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. (b) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1991 has been, or is or has during such time been charged with, or to the knowledge of the Company, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or (ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure Schedule. (c) With respect to matters, if any, of a nature referred to in Sections 3.7(a) or 3.7(b) of the Disclosure Schedule, all such information and matters set forth in the Disclosure Schedule, individually and in the aggregate, if adversely determined against the Company or any Subsidiary, will not Adversely Affect the Company or the Company and its Subsidiaries taken as a whole, or the ability of the Company to perform its obligations under this Agreement or any Collateral Documents or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Schedule contains a description of: (i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 19951996, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time since its organization has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or in any other manner relating Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them in connection therewith; and (ii) each Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. (b) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1991 has been, or is or has during such time been charged with, or to the knowledge of the Company, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or (ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure Schedule. (c) With respect to matters, if any, of a nature referred to in Sections 3.7(a) or 3.7(b) of the Disclosure Schedule, all such information and matters set forth in the Disclosure Schedule, individually and in the aggregate, if adversely determined against the Company or any Subsidiary, will not Adversely Affect the Company or the Company and its Subsidiaries taken as a whole, or the ability of the Company to perform its obligations under this Agreement or any Collateral Documents or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Schedule contains a description of: (i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1995, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time since its organization has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or in any other manner relating Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them in connection therewith; and (ii) each Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. (b) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1991 has been, or is or has during such time been charged with, or to the knowledge of the Company, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or (ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure Schedule. (c) With respect to matters, if any, of a nature referred to in Sections 3.7(a) or 3.7(b) of the Disclosure Schedule, all such information and matters set forth in the Disclosure Schedule, individually and in the aggregate, if adversely determined against the Company or any Subsidiary, will not Adversely Affect the Company or the Company and its Subsidiaries taken as a whole, or the ability of the Company to perform its obligations under this Agreement or any Collateral Documents or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Schedule Letter contains a description of: (i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 19951997, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time since its organization during the last three calendar years ending on December 31, 1997 has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or in any other manner relating Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them in connection therewith; and (ii) each Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. (b) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1December 31, 1991 1992 has been, or is or has during such time been charged with, or to the knowledge of the Company, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or (ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure ScheduleLetter. (c) With respect to matters, if any, of a nature referred to in Sections 3.7(a) or 3.7(b) of the Disclosure ScheduleLetter, all such information and matters set forth in the Disclosure ScheduleLetter, individually and in the aggregate, if adversely determined against the Company or any Subsidiary, will not Adversely Affect the Company or the Company and its Subsidiaries taken as a whole, or the ability of the Company to perform its obligations under this Agreement or any Collateral Documents or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Schedule contains a description of: (i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 19951996, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time since its organization has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or in any other manner relating Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them in connection therewith; and (ii) each Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. (b) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1991 has been, or is or has during such time been charged with, or to the knowledge of the Company, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or or (ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure Schedule. (c) With respect to matters, if any, of a nature referred to in Sections 3.7(a) or 3.7(b) of the Disclosure Schedule, all such information and matters set forth in the Disclosure Schedule, individually and in the aggregate, if adversely determined against the Company or any Subsidiary, will not Adversely Affect the Company or the Company and its Subsidiaries taken as a whole, or the ability of the Company to perform its obligations under this Agreement or any Collateral Documents or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions.