Common use of COMPLIANCE WITH LAW AND OTHER REGULATIONS Clause in Contracts

COMPLIANCE WITH LAW AND OTHER REGULATIONS. Intellicell and each of its Subsidiaries is in compliance with all requirements (including those relating to environmental matters) of Federal, state or local law, and all requirements of all governmental bodies and agencies having jurisdiction over it, the conduct of its business, the use of its assets and properties and all premises occupied by it except where the failure to comply would not be reasonably likely to have a Material Adverse Effect. There is no environmental contamination, toxic waste or other discharge, spill, construction component, structural element or condition, other than cleaning solvents and other substances normally used in day-to-day operations which is reasonably likely to have a Material Adverse Effect, nor has Intellicell received any official notice or citation that the Intellicell Properties in any way contravene any Federal, state or local law or regulation relating to environmental, health or safety matters, including without limitation any requirements of CERCLA or any OSHA requirements. Without limiting the foregoing, each of Intellicell and its Subsidiaries have properly filed all reports, paid all monies and obtained all licenses, permits, certificates and authorizations needed or required and material to the conduct of its business and the use of its assets and properties and the premises occupied by it in connection therewith and is in compliance in all material respects with all conditions, restrictions and provisions of all of the foregoing. Neither Intellicell nor any of its Subsidiaries has received any notice from any Federal, state or local authority or any insurance or inspection body that any of its assets, properties, facilities, equipment or business procedures or practices fails to comply with any applicable law, ordinance, regulation, building or zoning law, or requirement of any public authority or body.

COMPLIANCE WITH LAW AND OTHER REGULATIONS. Intellicell and each of its Subsidiaries To CWI's knowledge, CWI is in compliance with all requirements (including those relating to environmental matters) of Federal, state or local law, and all requirements of all governmental bodies and agencies having jurisdiction over it, the conduct of its business, the use of its assets and properties and all premises occupied by it it, except where the failure to comply would not be reasonably likely to have a Material Adverse Effect. There To CWI's knowledge, there is no environmental contamination, toxic waste or other discharge, spill, construction component, structural element or condition, other than cleaning solvents and other substances normally used in day-to-day operations which is reasonably likely to have a Material Adverse Effect, nor has Intellicell CWI received any official notice or citation that the Intellicell CWI Properties in any way contravene any Federal, state or local law or regulation relating to environmental, health or safety matters, including without limitation any requirements of CERCLA the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA") or any OSHA requirements. Without limiting the foregoing, each of Intellicell and its Subsidiaries have to CWI's knowledge, CWI has properly filed all reports, paid all monies and obtained all licenses, permits, certificates and authorizations needed or required and material to the conduct of its business and the use of its assets and properties and the premises occupied by it in connection therewith and is in compliance in all material respects with all conditions, restrictions and provisions of all of the foregoing. Neither Intellicell nor any of its Subsidiaries CWI has not received any notice from any Federal, state or local authority or any insurance or inspection body that any of its assets, properties, facilities, equipment or business procedures or practices fails to comply with any applicable law, ordinance, regulation, building or zoning law, or requirement of any public authority or body.

COMPLIANCE WITH LAW AND OTHER REGULATIONS. Intellicell Each of Buyer and each of its Subsidiaries subsidiaries is in compliance in all material respects with all requirements (including those relating to environmental matters) of Federalfederal, state or state, and local law, law and all requirements of all governmental bodies and agencies having jurisdiction over it, the conduct of its business, the use of its assets and properties properties, and all premises occupied by it except where the failure to comply would not be reasonably likely to have a Material Adverse Effectit. There is no environmental contamination, toxic waste or other discharge, spill, construction component, structural element or condition, other than cleaning solvents and other substances normally used in day-to-day operations which is reasonably likely to have a Material Adverse Effectadversely affecting any of the properties of Buyer or its subsidiaries, nor has Intellicell Buyer or any of its subsidiaries received any official notice or citation that the Intellicell Properties properties of Buyer or its subsidiaries in any way contravene any Federalfederal, state state, or local law or regulation relating to environmental, health health, or safety matters, including without limitation any requirements of CERCLA or the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA") nor any OSHA requirements. Without limiting the foregoing, each of Intellicell Buyer and its Subsidiaries have subsidiaries has properly filed all reports, paid all monies monies, and obtained all licenses, permits, certificates certificates, and authorizations needed or required and material to for the conduct of its business and the use of its assets and properties and the premises occupied by it in connection therewith and is in compliance in all material respects with all conditions, restrictions restrictions, and provisions of all of the foregoing. Neither Intellicell Buyer nor any of its Subsidiaries subsidiaries has received any notice from any Federalfederal, state state, or local authority or any insurance or inspection body that any of its assets, properties, facilities, equipment equipment, or business procedures or practices fails to comply in any material respect with any applicable law, ordinance, regulation, building building, or zoning law, law or requirement of any public authority or body.

COMPLIANCE WITH LAW AND OTHER REGULATIONS. Intellicell Each of ALC and each of its Subsidiaries AHI is in compliance in all material respects with all requirements (including those relating to environmental matters) of Federalforeign, state or federal, state, and local law, law and all requirements of all governmental bodies and agencies having jurisdiction over it, the conduct of its business, the use of its assets and properties properties, and all premises occupied by it except where the failure to comply would unless such noncompliance will not be reasonably likely to have a Material Adverse Effect. There is no environmental contamination, toxic waste or other discharge, spill, construction component, structural element or condition, other than cleaning solvents material adverse effect on ALC and other substances normally used in day-to-day operations which is reasonably likely to have AHI taken as a Material Adverse Effect, nor has Intellicell received any official notice or citation that the Intellicell Properties in any way contravene any Federal, state or local law or regulation relating to environmental, health or safety matters, including without limitation any requirements of CERCLA or any OSHA requirementswhole. Without limiting the foregoing, each of Intellicell ALC and its Subsidiaries have AHI has properly filed all reports, paid all monies monies, and obtained all licenses, permits, certificates certificates, and authorizations needed or required and material to for the conduct of its business and the use of its assets and properties and the premises occupied by it in connection therewith and is in compliance in all material respects with all conditions, restrictions restrictions, and provisions of all of the foregoing. Neither Intellicell ALC nor any of its Subsidiaries AHI has received any notice from any Federalforeign, state federal, state, or local authority or any insurance or inspection body that any of its assets, properties, facilities, equipment equipment, or business procedures or practices fails to comply with any applicable law, ordinance, regulation, building building, or zoning law, or requirement of any public authority or body. Neither ALC nor AHI is subject to or has been threatened with any material fine, penalty, liability, or disability as the result of its failure to comply with any requirement of foreign, federal, state, or local law or regulation or any requirement of any governmental body or agency having jurisdiction over it, the conduct of its business, the use of its assets and properties, or any premises occupied by it. Without limiting the foregoing, there is no environmental contamination, toxic waste, or other discharge, spill, construction component, structural element, or condition adversely affecting any of the properties owned, leased, or used by ALC or AHI, nor has ALC or AHI received any official notice or citation that any of its assets or properties in any way contravene any federal, state, or local law or regulation relating to environmental, health, or safety matters, including any requirements of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) or any Occupational Safety and Health Administration (“OSHA”) requirements. There has been no (A) storage, treatment, generation, or transportation, or (B) spill, discharge, leak, emission, injection, escape, dumping, or release of any kind into the environment (including into air, water, or ground water) of any materials (including industrial, toxic, or hazardous substances or solid, medical, or hazardous waste) by, or on behalf of, ALC or AHI or from any property owned, leased, or used by ALC or AHI in violation of any applicable foreign, federal, state, or local law, statute, rule, or regulation or the common law or any decree, order, arbitration award, or agreement with or any license or permit from any foreign, federal, state, or local governmental authority except as set forth on Schedule 4.1(o).

COMPLIANCE WITH LAW AND OTHER REGULATIONS. Intellicell and each of its Subsidiaries BSSD is in compliance in all material respects with all requirements (including those relating to environmental matters) of Federalforeign, state or federal, state, and local law, law and all requirements of all governmental bodies and agencies having jurisdiction over it, the conduct of its business, the use of its assets and properties properties, and all premises occupied by it except where the failure to comply would unless such noncompliance will not be reasonably likely to have a Material Adverse Effect. There is no environmental contamination, toxic waste or other discharge, spill, construction component, structural element or condition, other than cleaning solvents and other substances normally used in day-to-day operations which is reasonably likely to have a Material Adverse Effect, nor has Intellicell received any official notice or citation that the Intellicell Properties in any way contravene any Federal, state or local law or regulation relating to environmental, health or safety matters, including without limitation any requirements of CERCLA or any OSHA requirementsmaterial adverse effect on BSSD. Without limiting the foregoing, each of Intellicell and its Subsidiaries have BSSD has properly filed all reports, paid all monies monies, and obtained all licenses, permits, certificates certificates, and authorizations needed or required and material to for the conduct of its business and the use of its assets and properties and the premises occupied by it in connection therewith and is in compliance in all material respects with all conditions, restrictions restrictions, and provisions of all of the foregoing. Neither Intellicell nor any of its Subsidiaries BSSD has not received any notice from any Federalforeign, state federal, state, or local authority or any insurance or inspection body that any of its assets, properties, facilities, equipment equipment, or business procedures or practices fails to comply with any applicable law, ordinance, regulation, building building, or zoning law, or requirement of any public authority or body. BSSD is not subject to or has been threatened with any material fine, penalty, liability, or disability as the result of its failure to comply with any requirement of foreign, federal, state, or local law or regulation or any requirement of any governmental body or agency having jurisdiction over it, the conduct of its business, the use of its assets and properties, or any premises occupied by it. Without limiting the foregoing, there is no environmental contamination, toxic waste, or other discharge, spill, construction component, structural element, or condition adversely affecting any of the properties owned, leased, or used by BSSD, nor has BSSD received any official notice or citation that any of its assets or properties in any way contravene any federal, state, or local law or regulation relating to environmental, health, or safety matters, including any requirements of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) or any Occupational Safety and Health Administration (“OSHA”) requirements. There has been no (A) storage, treatment, generation, or transportation, or (B) spill, discharge, leak, emission, injection, escape, dumping, or release of any kind into the environment (including into air, water, or ground water) of any materials (including industrial, toxic, or hazardous substances or solid, medical, or hazardous waste) by, or on behalf of BSSD or from any property owned, leased, or used by BSSD in violation of any applicable foreign, federal, state, or local law, statute, rule, or regulation or the common law or any decree, order, arbitration award, or agreement with or any license or permit from any foreign, federal, state, or local governmental authority except as set forth on Schedule 4.2(o).

COMPLIANCE WITH LAW AND OTHER REGULATIONS. Intellicell Except as set forth in Schedule 4.10, Seller, to the best of Seller's and each of its Subsidiaries Shareholder's knowledge, is in compliance with all requirements (including those relating to environmental matters) of Federalfederal, state or and local law, and all requirements of all governmental bodies and agencies having jurisdiction over it, the conduct of its business, the use of its assets and properties and all premises occupied by it except where it. With respect to the failure Seller's SF Restaurants, to comply would not be reasonably likely to have a Material Adverse Effect. There the best of Seller's and Shareholder's knowledge, as lessee, there is no environmental contamination, toxic waste or other discharge, spill, construction component, structural element or condition, other than cleaning solvents and other substances normally used in the day-to-day operations which is reasonably likely to have a Material Adverse Effectof businesses such as the Restaurants, adversely affecting any of the Leased Properties nor has Intellicell Seller received any official notice or citation that the Intellicell Leased Properties in any way contravene any Federalfederal, state or local law or regulation relating to environmental, health or safety matters, including without limitation any requirements of CERCLA or the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA") nor any OSHA requirements. Without limiting the foregoing, each to the best of Intellicell Seller's and its Subsidiaries have Shareholder's knowledge, Seller has properly filed all reports, paid all monies and obtained all licenses, permits, certificates and authorizations needed or required and material to for the conduct of its business and the use of its assets and properties and the premises occupied by it in connection therewith and is in compliance in all material respects with all conditions, restrictions and provisions of all of the foregoing. Neither Intellicell nor any of its Subsidiaries Seller has not received any notice from any Federalfederal, state or local authority or any insurance or inspection body that any of its assets, properties, facilities, equipment or business procedures or practices fails to comply with any applicable law, ordinance, regulation, building or zoning law, or requirement of any public authority or body.

COMPLIANCE WITH LAW AND OTHER REGULATIONS. Intellicell and each Except as set forth in Schedule 5.9, to the best of its Subsidiaries the knowledge of Seller, Seller is in substantial compliance with all requirements (including those relating to environmental matters) of Federalfederal, state or and local law, and all requirements of all governmental bodies and agencies having jurisdiction over it, the conduct of its business, the use of its assets and properties and all premises occupied by it except where it. With respect to the failure Restaurants, to comply would not be reasonably likely to have a Material Adverse Effect. There the best of Seller's knowledge, there is no environmental contamination, toxic waste or other discharge, spill, construction component, structural element or condition, other than cleaning solvents and other substances normally used in the day-to-day operations which is reasonably likely to have a Material Adverse Effectof businesses such as the Restaurants, adversely affecting any of the Leased Properties nor has Intellicell Seller received any official notice or citation that the Intellicell Leased Properties in any way contravene any Federalfederal, state or local law or regulation relating to environmental, health or safety matters, including without limitation any requirements of CERCLA or the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA") nor any OSHA requirements. Without limiting the foregoing, each of Intellicell and its Subsidiaries have Seller has properly filed all reports, paid all monies and obtained all licenses, permits, certificates and authorizations needed or required and material to for the conduct of its business and the use of its assets and properties and the premises occupied by it in connection therewith and is in substantial compliance in all material respects with all conditions, restrictions and provisions of all of the foregoing. Neither Intellicell nor any of its Subsidiaries Seller has not received any notice from any Federalfederal, state or local authority or any insurance or inspection 8 body that any of its assets, properties, facilities, equipment or business procedures or practices fails to comply with any applicable law, ordinance, regulation, building or zoning law, or requirement of any public authority or body.