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

Compliance with Law; No Default. Neither the Company nor any of its Subsidiaries is in conflict with, in default with respect to or in violation of, (a) any statute, law, ordinance, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected, in each case except for any such conflicts, defaults or violations that have not had and are not reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger. The Company and its Subsidiaries have all permits, licenses, authorizations, consents, approvals and franchises from Governmental Entities required to conduct their businesses as currently conducted (the "Company Permits"), except for such permits, licenses, authorizations, consents, approvals and franchises the absence of which, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger. The Company and its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply in the aggregate has not had and is not reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger.

Compliance with Law; No Default. Neither the Company nor any of its Subsidiaries is in conflict with, in default with respect to or in violation of, (a) any statute, law, ordinance, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected, in each case except for any such conflicts, defaults or violations that have not had and are not reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger. The Company and its Subsidiaries have all permits, licenses, authorizations, consents, approvals and franchises from Governmental Entities required to conduct their businesses as currently conducted (the "Company Permits"), except for such permits, licenses, authorizations, consents, approvals and franchises the absence of which, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger. The Company and its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply individually or in the aggregate has not had and is not reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger.

Compliance with Law; No Default. Neither the Company nor any of its Subsidiaries is or has been since December 31, 2006 in conflict with, in default with respect to or in violation of, (a) any statute, law, ordinance, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected, in each case except for any such conflicts, defaults or violations that have not had and are would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect, (i) the ability of the parties to consummate the Offer or the Merger. The Company and each of its Subsidiaries have all permits, licenses, authorizations, consents, approvals and franchises from Governmental Entities required to conduct their businesses as currently conducted (“Permits”) and such Permits are valid and in full force and effect, (ii) all applications, notices and other documents have been filed as necessary to effect the "timely renewal or issuance of all necessary Permits, and (iii) neither the Company Permits"), except for nor any of its Subsidiaries has received written notice from any Governmental Entity threatening to revoke any such permits, licenses, authorizations, consents, approvals and franchises the absence of which, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the MergerPermit. The Company and its Subsidiaries are in compliance with the terms of the Company such Permits, except where the failure so to comply in the aggregate as has not had and is would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the MergerEffect.

Compliance with Law; No Default. Neither the Company Seahorse Parties nor any of its their Subsidiaries is or since December 31, 2006 has been in conflict with, in default with respect to or in violation of, (a) nor received any written notice of violation of, any statute, law, ordinance, rule, code, regulation, order, judgment writ, judgment, decree, stipulation, determination, award or decree requirement of a Governmental Entity or any board of fire underwriters (“Laws”) applicable to the Company Seahorse Parties or any of its their Subsidiaries or by which any property or asset of the Company Seahorse Parties or any of its their Subsidiaries is bound or affected which conflict, default or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise violation has had or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected, in each case except for any such conflicts, defaults or violations that have not had and are not would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the MergerEffect. The Company and each of its Subsidiaries have all permits, licenses, authorizations, consents, approvals certificates, approvals, registrations, variances, exemptions, orders and franchises from Governmental Entities required to own, lease and operate their properties and conduct their businesses as currently conducted (the "Company “Permits"), ”) except for such permits, licenses, authorizations, consents, approvals and franchises the absence of whichas has not had or would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; and there has occurred no violation of, suspension, reconsideration, imposition of penalties or fines, imposition of additional conditions or requirements or default (with or without notice or lapse of time or both) under, or event giving rise to any right of termination, amendment, suspension, revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, any such Permit that has not been resolved, except as has not had and are or would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the MergerEffect. The Company and each of its Subsidiaries are in compliance with the terms of the Company all Permits, except where the failure so to comply in the aggregate as has not had and is or would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on Effect. To the ability knowledge of the parties Company, no action, demand or investigation by any Governmental Entity is pending or threatened alleging that the Company or any of its Subsidiaries is not in compliance with any Permit that is material to consummate the Offer Company’s or the Mergerany of its Subsidiaries’ operations as presently conducted.

Compliance with Law; No Default. Neither the Company nor any of its Subsidiaries is or has been since December 31, 2005 in conflict with, in default with respect to or in violation of, (a) any statute, law, ordinance, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected, in each case except for any such conflicts, defaults or violations that have not had and are would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the MergerEffect. The Company and each of its Subsidiaries have all permits, licenses, authorizations, consents, approvals and franchises from Governmental Entities required to conduct their businesses as currently conducted (the "Company Permits")) and such Permits are valid and in full force and effect, except for such permits, licenses, authorizations, consents, approvals and franchises Permits the absence of whichwhich or failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. Except as has not had had, and are would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect and without regard to the transactions contemplated hereby, (i) all applications, notices and other documents have been filed as necessary to effect the timely renewal or a material adverse effect on issuance of all necessary Permits; and (ii) neither the ability Company nor any of the parties its Subsidiaries has received written notice from any Governmental Entity threatening to consummate the Offer or the Mergerrevoke any such Permit. The Company and its Subsidiaries are in compliance with the terms of the Company such Permits, except where the failure for such failures so to comply in the aggregate has that have not had and is would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect Effect. Notwithstanding the foregoing, no representation or a material adverse effect on warranty in this Section 4.12 is made with respect to matters relating to Environmental Laws or Environmental Permits, which are covered exclusively by the ability of the parties to consummate the Offer or the Mergerprovisions set forth in Section 4.13.

Compliance with Law; No Default. (a) Neither the ------------------------------- Company nor any of its Subsidiaries is in conflict with, in default with respect to or in violation of, (ai) any statute, law, ordinance, rule, regulation, order, judgment or decree Legal Requirement applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected, in each case except for any such conflicts, defaults or violations that have not had and are not reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger. The Company and its Subsidiaries have all permits, licenses, authorizations, consents, approvals and franchises from Governmental Entities required to conduct their businesses as currently conducted (the "Company ------- Permits"), except for such permits, licenses, authorizations, consents, ------- approvals and franchises the absence of which, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger. The Company and its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply in the aggregate has not had and is not reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger.

Compliance with Law; No Default. Neither the Company nor any of its Subsidiaries is or has been since December 31, 2005 in conflict with, in default with respect to or in violation of, (a) any statute, law, ordinance, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected, in each case except for any such conflicts, defaults or violations that have not had and are would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the MergerEffect. The Company and each of its Subsidiaries have all permits, licenses, authorizations, consents, approvals and franchises from Governmental Entities required to conduct their businesses as currently conducted (the "Company “Permits")”) and such Permits are valid and in full force and effect, except for such permits, licenses, authorizations, consents, approvals and franchises Permits the absence of whichwhich or failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. Except as has not had had, and are would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect and without regard to the transactions contemplated hereby, (i) all applications, notices and other documents have been filed as necessary to effect the timely renewal or a material adverse effect on issuance of all necessary Permits; and (ii) neither the ability Company nor any of the parties its Subsidiaries has received written notice from any Governmental Entity threatening to consummate the Offer or the Mergerrevoke any such Permit. The Company and its Subsidiaries are in compliance with the terms of the Company such Permits, except where the failure for such failures so to comply in the aggregate has that have not had and is would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect Effect. Notwithstanding the foregoing, no representation or a material adverse effect on warranty in this Section 4.12 is made with respect to matters relating to Environmental Laws or Environmental Permits, which are covered exclusively by the ability of the parties to consummate the Offer or the Mergerprovisions set forth in Section 4.13.

Compliance with Law; No Default. Neither the Company nor any of its Subsidiaries is in conflict with, in default with respect to or in violation of, (a) any statute, law, ordinance, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected, in each case except for any such conflicts, defaults or violations that have not had and are not reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger. The Company and its Subsidiaries have all permits, licenses, authorizations, consents, approvals and franchises from Governmental Entities required to conduct their businesses as currently conducted (the "Company PermitsCOMPANY PERMITS"), except for such permits, licenses, authorizations, consents, approvals and franchises the absence of which, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger. The Company and its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply in the aggregate has not had and is not reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger.