Common use of Compliance with Law; Authorizations Clause in Contracts

Compliance with Law; Authorizations. Each of UniCapital and Newco have complied with each, and is not in violation of Regulations to which UniCapital's and Newco's respective business, operations, assets or properties is subject. Each of UniCapital and Newco owns, holds, possesses or lawfully uses in the operation of its business all Authorizations which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by UniCapital and Newco, respectively, in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. Neither UniCapital nor Newco is in default, nor has UniCapital or Newco received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No stockholder and no director, officer, employee or former employee of UniCapital of Newco any of their affiliates, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which UniCapital or Newco owns, possesses or uses in the operation of the business of UniCapital and Newco as now or previously conducted.

Compliance with Law; Authorizations. Each of UniCapital and Newco have has complied with each, and is not in violation of Regulations to which UniCapital's and Newco's respective business, operations, assets or properties is subject. Each of UniCapital and Newco owns, holds, possesses or lawfully uses in the operation of its business all Authorizations which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by UniCapital and Newco, respectively, in the conduct of the business of the Companysuch company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. Neither UniCapital nor Newco is in default, nor has UniCapital or Newco received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No stockholder and no director, officer, employee or former employee of UniCapital of Newco any of their affiliates, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which UniCapital or Newco owns, possesses or uses in the operation of the business of UniCapital and Newco as now or previously conducted.

Compliance with Law; Authorizations. Each of UniCapital and Newco have complied with each, and is not in violation of Regulations to which UniCapital's and Newco's respective business, operations, assets or properties is subject. Each of UniCapital and Newco owns, holds, possesses or lawfully uses in the operation of its business all Authorizations which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by UniCapital and Newco, respectively, in the conduct of the business of the Companysuch company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. Neither UniCapital nor Newco is in default, nor has UniCapital or Newco received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No stockholder and no director, officer, employee or former employee of UniCapital of Newco any of their affiliates, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which UniCapital or Newco owns, possesses or uses in the operation of the business of UniCapital and Newco as now or previously conducted.

Compliance with Law; Authorizations. Each of UniCapital and Newco have has complied with each, and is not in violation of of, Regulations to which UniCapital's and Newco's respective business, operations, assets or properties is subject. Each of UniCapital and Newco owns, holds, possesses or lawfully uses in the operation of its business all Authorizations which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by UniCapital and Newco, respectively, in the conduct of the business of the Companysuch company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. Neither UniCapital nor Newco is in default, nor has UniCapital or Newco received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No stockholder and no director, officer, employee or former employee of UniCapital of UniCapital, Newco or any of their affiliates, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which UniCapital or Newco owns, possesses or uses in the operation of the business of UniCapital and Newco as now or previously conducted.

Compliance with Law; Authorizations. Each of UniCapital and Newco the Newcos have complied with each, and is not in violation of of, Regulations to which UniCapital's and Newco's the Newcos' respective business, operations, assets or properties is subject. Each of UniCapital and Newco the Newcos owns, holds, possesses or lawfully uses in the operation of its business all Authorizations which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by UniCapital and Newcothe Newcos, respectively, in the conduct of the business of the CompanyPartnership, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. Neither UniCapital nor Newco the Newcos is in default, nor has UniCapital or Newco the Newcos received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No stockholder and no director, officer, employee or former employee of UniCapital of Newco or the Newcos or any of their affiliates, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which UniCapital or Newco the Newcos owns, possesses or uses in the operation of the business of UniCapital and Newco the Newcos as now or previously conducted.

Compliance with Law; Authorizations. Each of UniCapital and Newco have has complied with each, and is not in violation of Regulations to which UniCapital's and Newco's respective business, operations, assets or properties is subject. Each of UniCapital and Newco owns, holds, possesses or lawfully uses in the operation of its business all Authorizations which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by UniCapital and Newco, respectively, in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. Neither UniCapital nor Newco is in default, nor has UniCapital or Newco received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No stockholder and no director, officer, employee or former employee of UniCapital of Newco any of their affiliates, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which UniCapital or Newco owns, possesses or uses in the operation of the business of UniCapital and Newco as now or previously conducted.

Compliance with Law; Authorizations. Each of UniCapital and Newco have complied with each, and is not in violation of Regulations to which UniCapital's and Newco's respective business, operations, assets or properties is subject. Each of UniCapital and Newco owns, holds, possesses or lawfully uses in the operation of its business all Authorizations which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by UniCapital and Newco, respectively, in the conduct of the business of the CompanyPartnership, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. Neither UniCapital nor Newco is in default, nor has UniCapital or Newco received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No stockholder and no director, officer, employee or former employee of UniCapital of or Newco or any of their affiliates, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which UniCapital or Newco owns, possesses or uses in the operation of the business of UniCapital and Newco as now or previously conducted.

Compliance with Law; Authorizations. Each of UniCapital The Company and Newco have each Subsidiary has complied with each, and is not in violation of Regulations any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign ("Regulations"), to which UniCapitalthe Company's and Newcoor each of its Subsidiary's respective business, operations, assets or properties is subject. Each of UniCapital The Company and Newco each Subsidiary owns, holds, possesses or lawfully uses in the operation of its business all Authorizations franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by UniCapital the Company and Newco, respectively, each Subsidiary in the conduct of the business of the CompanyCompany and each Subsidiary, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in Schedule 6.23. Neither UniCapital the Company nor Newco any Subsidiary is in default, nor has UniCapital the Company or Newco any Subsidiary received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No stockholder Stockholder and no director, officer, employee or former employee of UniCapital the Company or any Subsidiary or any affiliates of Newco the Company or any of their affiliatesSubsidiary, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which UniCapital the Company or Newco any Subsidiary owns, possesses or uses in the operation of the business of UniCapital and Newco the Company or any Subsidiary as now or previously conducted.

Compliance with Law; Authorizations. Each of UniCapital and Newco have has complied with each, and is not in violation of Regulations to which UniCapital's and Newco's respective business, operations, assets or properties is subject. Each of UniCapital and Newco owns, holds, possesses or lawfully uses in the operation of its business all Authorizations which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by UniCapital and Newco, respectively, in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. Neither UniCapital nor Newco is in default, nor has UniCapital or Newco received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No stockholder and no director, officer, employee or former employee of UniCapital of or Newco or any of their affiliates, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which UniCapital or Newco owns, possesses or uses in the operation of the business of UniCapital and Newco as now or previously conducted.

Compliance with Law; Authorizations. Each of UniCapital The Company and Newco have each CLA Company has complied with each, and is not in violation in any material respect of Regulations any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign ("Regulations"), to which UniCapitalsuch Company's and Newco's respective business, operations, assets or properties is subject, except for immaterial failures to comply of which neither Individual Stockholder has any knowledge. Each of UniCapital The Company and Newco each CLA Company owns, holds, possesses or lawfully uses in the operation of its business all Authorizations franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by UniCapital and Newco, respectively, such Company in the conduct of the business of the such Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in Schedule 6.23. Neither UniCapital the Company nor Newco any CLA Company is in default, except for immaterial defaults of which neither Individual Stockholder has no knowledge, nor has UniCapital or Newco any such Company received any notice of any claim of such a default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No stockholder Stockholder and no director, officer, employee or former employee of UniCapital the Company, any CLA Company or any affiliates of Newco the Company or any of their affiliatesCLA Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which UniCapital or Newco such Company owns, possesses or uses in the operation of the business of UniCapital and Newco the Company or any CLA Company as now or previously conducted.