Common use of Compliance with Law; No Conflicts Clause in Contracts

Compliance with Law; No Conflicts. (i) To the best of Stockholders' knowledge and except as set forth on Schedule 5.17, Company has in the past complied with, and is now in compliance with, all federal, state and local statutes, laws, rules, regulations, orders, licenses, permits (including, without limitation, zoning restrictions and land use requirements) and all administrative and judicial judgments, rulings, decisions and orders of any body having jurisdiction over Company, the Business or the Land (the "Applicable Laws") with regard to which the noncompliance by Company would or could have a material adverse affect on Company or the Business. Neither Company nor Stockholders have received any written notice (nor, to the best of Stockholders' knowledge, oral other notice) that Company is under investigation or other form of review with respect to any Applicable Law; and (ii) to the best of Stockholders' knowledge, the execution, delivery and performance of this Agreement, the consummation of any transactions herein referred to or contemplated hereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Articles of Incorporation or Bylaws of Company; (b) conflict with, or result in a breach under any document, agreement or other instrument to which Company, or Stockholders is a party, or result in the creation or imposition of any lien, charge or encumbrance on any properties of Company or Stockholders pursuant to: (A) any law or regulation to which Company or Stockholders, or any of their respective properties are subject, or (B) any judgment, order or decree to which Company or Stockholders is bound or any of their respective properties are subject; (c) result in termination or any impairment of any permit, license, franchise, contractual right or other authorization of Company; or (d) require the consent of, or the filing with any governmental authority or agency or any other third party in order to remain in full force and effect.

Compliance with Law; No Conflicts. (i) To the best of Stockholders' knowledge and except as set forth on Schedule 5.17, Company has in the past complied with, and is now in compliance with, all federal, state and local statutes, laws, rules, regulations, orders, licenses, permits (including, without limitation, zoning restrictions and land use requirements) and all administrative and judicial judgments, rulings, decisions and orders of any body having jurisdiction over Company, Company or the Business or the Land (the "Applicable Laws") with regard ), except for possible noncompliance that is not likely, individually or in the aggregate, to which the noncompliance by Company would or could have a material adverse affect effect on the Company or the Business. Neither Company nor any of the Stockholders have received any written notice (nor, to the best of Stockholders' knowledge, oral other notice) that Company is under investigation or other form of review for imposition of sanctions with respect to any Applicable Law; and (ii) to the best of Stockholders' knowledge, the execution, delivery and performance of this Agreement, the consummation of any transactions herein referred to or contemplated hereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Articles Certificate of Incorporation or Bylaws of Company; (b) except as set forth on Schedule 5.12, conflict with, or result in a breach under any document, agreement or other instrument to which Company, or Stockholders is a partylisted on Schedule 5.12, or result in the creation or imposition of any lien, charge or encumbrance on any properties of Company or any of the Stockholders pursuant to: (A) any law or regulation to which Company Company, or any of the Stockholders, or any of their respective properties are subject, or (B) any judgment, order or decree to which Company or any of the Stockholders is bound or any of their respective properties are subject; (c) provided the Company takes all actions required by Applicable Law following the Closing Date, result in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of Company; or (d) require the consent of, or the filing with any governmental authority or agency or any other third party prior to the Closing Date in order to remain in full force and effect.

Compliance with Law; No Conflicts. (i) To the best of Stockholders' knowledge Parent's and Seller's knowledge, except as set forth on Schedule 5.175.6(i), Company has complied in the past complied all material respects with, and is now in material compliance with, all federal, state and local statutes, laws, rules, regulations, orders, licenses, permits (including, without limitation, zoning restrictions and land use requirements) and all administrative and judicial judgments, rulings, decisions and orders of any body having jurisdiction over Company, the Business or the Land (the "Applicable Laws") with regard to which the noncompliance by Company would or could have a material adverse affect on Company or the Business). Neither Company Company, Seller nor Stockholders Parent have received any written notice (nor, to the best of Stockholders' knowledge, oral other notice) that Company is under investigation or other form of review with respect to any Applicable LawLaw materially adversely affecting the Business; and (ii) to the best of Stockholders' knowledge, the The execution, delivery and performance of this Agreement, the consummation of any transactions herein referred to or contemplated hereby and the fulfillment of the terms hereof and thereof will notnot in any material respect: (a) conflict with, or result in a breach or violation of the Articles of Incorporation or Bylaws of Company; (b) conflict with, or result in a breach under any document, agreement or other instrument to which Company, or Stockholders Seller is a party, or result in the creation or imposition of any lien, charge or encumbrance on any properties of Company or Stockholders Seller pursuant to: (A) any law or regulation to which Company or StockholdersSeller, or any of their respective properties are subject, or (B) any judgment, order or decree to which Company or Stockholders Seller is bound or any of their respective properties are subject; (c) result in termination or any impairment of any permit, license, franchise, contractual right or other authorization of Company; or (d) except for the filings by Seller and Buyer required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as xxxxxxx (xxx "HSR Act"), and any consents or filings required under any permit or customer contract, require the consent of, or the filing with any governmental authority or agency or any other third party in order to remain in full force and effect.any

Compliance with Law; No Conflicts. (i) To the best of Stockholders' knowledge and except as set forth on Schedule 5.17, Company has in the past complied with, and is now in compliance with, all federal, state and local statutes, laws, rules, regulations, orders, licenses, permits (including, without limitation, zoning restrictions and land use requirements) and all administrative and judicial judgments, rulings, decisions and orders of any body having jurisdiction over Company, the Business or the Land (the "Applicable Laws") with regard ), except for possible noncompliance that is not likely, individually or in the aggregate, to which the noncompliance by Company would or could have a material adverse affect effect on the Company or the Business. Neither Company nor any of the Stockholders have received any written notice (nor, to the best of Stockholders' knowledge, oral other notice) that Company is under investigation or other form of review for imposition of sanctions with respect to any Applicable Law; and (ii) to the best of Stockholders' knowledge, the execution, delivery and performance of this Agreement, the consummation of any transactions herein referred to or contemplated hereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Articles Certificate of Incorporation or Bylaws of Company; (b) except as set forth on Schedule 5.12, conflict with, or result in a breach under any document, agreement or other instrument to which Company, or Stockholders is a partylisted on Schedule 5.12, or result in the creation or imposition of any lien, charge or encumbrance on any properties of Company or any of the Stockholders pursuant to: (A) any law or regulation to which Company Company, or any of the Stockholders, or any of their respective properties are subject, or (B) any judgment, order or decree to which Company or any of the Stockholders is bound or any of their respective properties are subject; (c) provided the Company takes all actions required by Applicable Law following the Closing Date, result in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of Company; or (d) require the consent of, or the filing with any governmental authority or agency or any other third party prior to the Closing Date in order to remain in full force and effect.

Compliance with Law; No Conflicts. (a) Except as set forth in Schedule 5.8(a): (i) To the best of Stockholders' knowledge and except as set forth on Schedule 5.17, Company has in the past complied with, and is now in compliance with, all federal, state and local statutes, laws, rules, regulations, orders, licenses, permits (including, without limitation, zoning restrictions and land use requirements) and all administrative and judicial judgments, rulings, decisions and orders of any body having jurisdiction over Companyto Sellers’ knowledge, the Business is being operated in compliance in all material respects with all Applicable Laws; (ii) neither Sellers nor the Company are involved in any litigation or administrative proceeding relating to the Assets or the Land Business seeking to impose fines, penalties or other liabilities or seeking injunctive relief for violation of any Applicable Laws or Permits; and (the "Applicable Laws"iii) with regard to which the noncompliance by Company would or could have a material adverse affect on Company or the Business. Neither Company nor Stockholders have received any written notice (nor, to the best of Stockholders' knowledge, oral other notice) that Company Sellers’ knowledge there is under no pending investigation or other form of review relating to Sellers (with respect to the Business), the Company or the Assets with respect to any Applicable Law; andLaw or Permit. (iib) to the best of Stockholders' knowledgeExcept as set forth in Schedule 5.8(b), the execution, delivery and performance of this Agreement, the Ancillary Agreements, the consummation of any transactions herein referred to or contemplated hereby the Transactions and the fulfillment of the terms hereof of this Agreement and thereof the Ancillary Agreements by Sellers do not and will not: (ai) conflict with, or result in a breach or violation of the Certificate of Incorporation and Bylaws of Sellers or the Articles of Incorporation or Bylaws Organization and Operating Agreement of the Company; (bii) to Sellers’ knowledge, conflict with, or result in a breach under any document, agreement or other instrument to which Company, or Stockholders is a party, or result in the creation or imposition of any lien, charge Encumbrance on the Assets or encumbrance on any properties of Company or Stockholders Business pursuant to: (A) any law or regulation Applicable Law to which Sellers or the Company or Stockholders, or any of their respective properties are subject, or (B) any judgment, order or decree to which Sellers or the Company or Stockholders is are bound or any of their respective properties are property is subject; (c) result in termination or any impairment of any permit, license, franchise, contractual right or other authorization of Company; or (diii) except for the notices, consents or approvals required under any Material Customer Contracts, Employee Contracts and Other Contracts required to be listed on Schedule 5.6, the Permits and the Assumed Leases (collectively, the “Required Consents”), (A) require Sellers or the Company to provide notice to, or obtain the consent or approval of, or the filing with any governmental authority or agency or any other third party Person, (B) constitute a default under or give rise to any right of termination, cancellation or acceleration of, or to a loss of any benefit to which a Seller or the Company is entitled under such Material Customer Contracts, Employee Contracts Other Contracts, Permits or Assumed Leases or (C) result in order to remain in full force and effectthe creation or imposition of any Encumbrance on any Asset. (c) All of the Required Consents are listed on Schedule 5.8(c).

Compliance with Law; No Conflicts. (i) To the best of Stockholders' knowledge and except Except as set forth on disclosed in Schedule 5.175.19, Company has in the past complied with, and is now in compliance with, all federal, state and local statutes, laws, rules, regulations, orders, licenses, permits (including, without limitation, zoning restrictions and land use requirements) and all administrative and judicial judgments, rulings, decisions and orders of any body having jurisdiction over Company, the Business or the Land (the "Applicable Laws") with regard ), except to which the noncompliance by Company extent that non-compliance would or could not have a material adverse affect effect on Company or the Business. Neither and neither Company nor Stockholders have received any written notice (nor, to the best of Stockholders' knowledge, oral other notice) that Company is under investigation or other form of review with respect to any Applicable Law; and (ii) to the best of Stockholders' knowledge, the execution, delivery and performance of this Agreement, the consummation of any transactions herein referred to or contemplated hereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Articles of Incorporation or Bylaws of Company; (b) conflict with, or result in a breach under any document, agreement or other instrument to which Company, or Stockholders is a party, or result in the creation or imposition of any lien, charge or encumbrance on any properties of Company or Stockholders pursuant to: (A) any law or regulation to which Company or Stockholders, or any of their respective properties are subject, or (B) any judgment, order or decree to which Company or Stockholders is bound or any of their respective properties are subject; (c) result in termination or any impairment of any permit, license, franchise, contractual right or other authorization of Company; or (d) require the consent of, or the filing with any governmental authority or agency or any other third party in order to remain in full force and effect.