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

Compliance with Law; Licenses and Permits. (a) To the knowledge of the Buyer Group, the Buyer Group has, and on the Closing Date will have, complied with all applicable Laws, including but not limited to Laws relating to Taxes, zoning, building codes, antitrust, occupational safety and health, industrial hygiene, environmental protection, water, ground or air pollution, the generation, handling, treatment, storage or disposal of Hazardous Substances, consumer product safety, product liability, hiring, wages, hours, employee benefit plans and programs, collective bargaining and the payment of withholding and social security taxes, except where the failure to so comply would not be reasonably likely to have a Material Adverse Effect on the Buyer Group, taken as a whole. Since December 31, 1998, neither the Buyer nor MedSource has received any notice of any material violation of any Law, except for such notices relating to violations that would not be reasonably likely to have a Material Adverse Effect on MedSource. (b) To the knowledge of the Buyer Group: (i) MedSource has every License, and every Consent by or on behalf of any Person that is not a party to this Agreement, required for it to conduct its business as presently conducted; and (ii) all such Licenses and Consents are in full force and effect and neither the Buyer nor MedSource has received notice of any pending cancellation or suspension of any thereof nor is any cancellation or suspension thereof threatened, except where the failure of any such statement in items (i) or (ii) of this section 4.5(b) to be true relates to a fact or circumstance that would not be reasonably likely to have a Material Adverse Effect on MedSource, taken as a whole. The applicability and validity of each such License and Consent will not be adversely affected by the consummation of the transactions contemplated by this Agreement, except where any inapplicability or invalidity would not be reasonably likely to have a Material Adverse Effect on MedSource.

Compliance with Law; Licenses and Permits. (a) To the knowledge of the Buyer Group, the Buyer Group has, and on the Closing Date will have, complied with all applicable Laws, including but not limited to Laws relating to Taxes, zoning, building codes, antitrust, occupational safety and health, industrial hygiene, environmental protection, water, ground or air pollution, the generation, handling, treatment, storage or disposal of Hazardous Substances, consumer product safety, product liability, hiring, wages, hours, employee benefit plans and programs, collective bargaining and the payment of withholding and social security taxes, except where the failure to so comply would not be reasonably likely to have a Material Adverse Effect on the Buyer Group, taken as a whole. Since December 31, 1998, neither Neither the Buyer nor MedSource has received any notice of any material violation of any Law, except for such notices relating to violations that would not be reasonably likely to have a Material Adverse Effect on MedSource. (b) To the knowledge of the Buyer Group: (i) MedSource has every License, and every Consent by or on behalf of any Person that is not a party to this Agreement, required for it to conduct its business as presently conducted; conducted and (ii) all such Licenses and Consents are in full force and effect and the neither the Buyer nor MedSource has received notice of any pending cancellation or suspension of any thereof nor is any cancellation or suspension thereof threatened, except where the failure of any such statement in items (i) or (ii) of this section 4.5(b) to be true relates to a fact or circumstance that would not be reasonably likely to have a Material Adverse Effect on MedSource, taken as a whole. The applicability and validity of each such License and Consent will not be adversely affected by the consummation of the transactions contemplated by this Agreement, except where any inapplicability or invalidity would not be reasonably likely to have a Material Adverse Effect on MedSource.

Compliance with Law; Licenses and Permits. (a) To the knowledge of the Buyer Group, the The Buyer Group has, and on the Closing Date will have, complied with all applicable Laws, including but not limited to Laws relating to Taxes, zoning, building codes, antitrust, occupational safety and health, industrial hygiene, environmental protection, water, ground or air pollution, the generation, handling, treatment, storage or disposal of Hazardous Substances, consumer product safety, product liability, hiring, wages, hours, employee benefit plans and programs, collective bargaining and the payment of withholding and social security taxes, except where the failure to so comply individually or in the aggregate would not have or be reasonably likely expected to have a Material Adverse Effect on the Buyer Group, taken as a wholeDirect Insite. Since December 31, 1998, neither Neither the Buyer nor MedSource Direct Insite has received any notice of any material violation of any Law, except for such notices relating to violations that would not be reasonably likely to have a Material Adverse Effect on MedSourceDirect Insite. (b) To the knowledge of the Buyer Group: (i) MedSource Direct Insite has every License, and every Consent by or on behalf of any Person that is not a party to this Agreement, required for it to conduct its business as presently conducted; conducted and (ii) all such Licenses and Consents are in full force and effect and neither the Buyer nor MedSource Direct Insite has received notice of any pending cancellation or suspension of any thereof nor is any cancellation or suspension thereof threatened, except where the failure of any such statement in items (i) or (ii) of this section 4.5(b) to be true relates to a fact or circumstance that would not be reasonably likely to have a Material Adverse Effect on MedSourceDirect Insite, taken as a whole. The applicability and validity of each such License and Consent will not be adversely affected by the consummation of the transactions contemplated by this Agreement, except where any inapplicability or invalidity would not have or be reasonably likely expected to have a Material Adverse Effect on MedSourceDirect Insite.

Compliance with Law; Licenses and Permits. (a) To the knowledge of the The Buyer Group, the Buyer Group has, and on the Closing Date will have, MedSource have complied with all applicable Laws, including but not limited to Laws relating to Taxes, zoning, building codes, antitrust, occupational safety and health, industrial hygiene, environmental protection, water, ground or air pollution, the generation, handling, treatment, storage or disposal of Hazardous Substances, consumer product safety, product liability, hiring, wages, hours, employee benefit plans and programs, collective bargaining and the payment of withholding and social security taxes, except where the failure to so comply would not be reasonably likely to have a MedSource Material Adverse Effect on the Buyer Group, taken as a wholeEffect. Since December May 31, 19981999, neither the Buyer nor MedSource has received any notice of any material violation of any Law, except for such notices relating to violations that would not be reasonably likely to have a MedSource Material Adverse Effect on MedSource. (b) To the knowledge of Effect. Since May, 1999, neither the Buyer Group: nor MedSource has not received any written notice of any material violation of any Law except as set forth on Schedule 6.11. ------------- (i) The Buyer and MedSource has have every License, and every Consent by or on behalf of any Person that is not a party to this Agreement, required for it to conduct its business as presently conducted; and (ii) all such Licenses and Consents are in full force and effect and neither MedSource is operating in material compliance therewith. Neither the Buyer nor MedSource has received written notice of any pending cancellation or suspension of any thereof nor is any cancellation or suspension thereof threatened, except where the failure of any such statement in items (i) or (ii) of this section 4.5(bSection 6.11(b) to be true relates to a fact or circumstance that would not be reasonably likely to have a MedSource Material Adverse Effect Effect. Except as set forth on MedSourceSchedule 6.5, taken as a whole. The ------------ the applicability and validity of each such License and Consent will not be adversely affected by the consummation of the transactions contemplated by this Agreement, except where any inapplicability or invalidity would not be reasonably likely to have a MedSource Material Adverse Effect on MedSourceEffect.