Common use of Compliance with Law; Licenses and Permits Clause in Contracts

Compliance with Law; Licenses and Permits. Except as disclosed in Section 4.12 of the Disclosure Schedule, since November 20, 2003, the businesses of the Companies and their Subsidiaries have been conducted in compliance in all material respects with all Laws and Governmental Orders applicable to the Companies and their Subsidiaries. Except as disclosed in Section 4.12 of the Disclosure Schedule, since November 20, 2003, none of the Companies nor any Subsidiary of a Company has received any outstanding or uncured written notice alleging any default or violation of any Law or Governmental Order, nor are there any circumstances Known to Seller that would reasonably be expected to result in any such defaults or violations, except any such defaults or violations which would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. Except as disclosed in Section 4.12 of the Disclosure Schedule, as of the date hereof, there is no pending change of Law that, to the Knowledge of the Seller, would reasonably be expected to have a Seller Material Adverse Effect. The Companies and the Subsidiaries of the Companies have all material Permits, whether federal, state or local, relating to the ownership and operation of the Companies and their Subsidiaries as are necessary or required for the conduct of the businesses of the Companies and their Subsidiaries, except where the failure to have such Permits would not reasonably be expected to be material to the Companies and their Subsidiaries, taken as a whole. As of the date hereof, there has not been any actual, nor to Seller’s Knowledge is there any pending, threat of loss of any Permit held or enjoyed by the Companies or a Subsidiary of the Companies which loss was or would reasonably be expected to be material to the Companies and their Subsidiaries, taken as a whole.