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

Compliance with Law; Permits and Licenses. (a) Except as set forth in Schedule 4.12(a), neither the Company nor its Subsidiary is or has been in material violation of, nor has it been the subject of any Litigation with respect to the violation of, any Law. No Litigation is pending, or to the Knowledge of the Company, threatened, with respect to any violation of any Law by the Company or its Subsidiary, and both the Company and its Subsidiary are and have been in compliance in all material respects with all Laws relating to the conduct of the Business. Neither the Company nor its Subsidiary has received any notice of any such Litigation or any liability or potential responsibility on the part of the Company or its Subsidiary to undertake or to bear all or any portion of the cost of any remedial action of any nature. (b) The Company and its Subsidiary possess, and at all times have possessed all material Permits necessary to its conduct of the Business. The Permits set forth in Schedule 4.12(b) constitute all of the Permits used in, or held for use in, the Business by the Company and its Subsidiary, as of the date hereof. Each such Permit is validly and presently in effect (and the continuing validity and effectiveness of such Permit will not be affected by the consummation of the transactions contemplated by this Agreement), and the Company or its Subsidiary is not in default (with or without notice or lapse of time, or both) under any such Permit in any material respect. There is no Litigation pending, nor to the Knowledge of the Company or its Subsidiary, threatened, that seek the revocation, cancellation, suspension, failure to renew or adverse modification of any such Permit. No material facts or circumstances exist that, with or without notice or lapse of time, would be reasonably likely to result in such Litigation. All required filings with respect to such Permit have been timely made and all required applications for renewal thereof have been timely filed, except to the extent not material to the Business.

Compliance with Law; Permits and Licenses. (a) Except as set forth in Schedule 4.12(a), neither the Company nor its Subsidiary The Corporation has complied and is or has been in material violation of, nor has it been the subject of any Litigation with respect to the violation of, any Law. No Litigation is pending, or to the Knowledge of the Company, threatened, with respect to any violation of any Law by the Company or its Subsidiary, and both the Company and its Subsidiary are and have been in compliance in all material respects with all Laws of any Governmental Authority applicable to the Corporation, its assets or property or its operations, including, without limitation, Laws relating to zoning, building codes, licensing, permits, antitrust, occupational safety and health, consumer product safety, product liability, hiring, wages, hours, employee benefit plans and programs, collective bargaining and withholding and social security taxes, other than any failure to comply that, individually or in the conduct of the Business. Neither the Company nor its Subsidiary has received aggregate, could not reasonably be expected to result in any notice of any such Litigation or any Material liability or potential responsibility on the part of the Company or its Subsidiary to undertake or to bear all or any portion of the cost of any remedial action of any naturehave a Material Adverse Effect. (b) The Company Corporation presently holds all the permits, licenses and its Subsidiary possess, and at all times have possessed all material Permits franchises that are necessary for or Material to its current and future use, occupancy or operation of its assets or properties or the conduct of the Business. The Permits set forth in Schedule 4.12(b) constitute all its business; and no notice of the Permits used in, or held for use in, the Business by the Company and its Subsidiary, as of the date hereof. Each such Permit is validly and presently in effect (and the continuing validity and effectiveness of such Permit will not be affected by the consummation of the transactions contemplated by this Agreement), and the Company or its Subsidiary is not in default (with or without notice or lapse of time, or both) under any such Permit in any material respect. There is no Litigation pending, nor to the Knowledge of the Company or its Subsidiary, threatened, that seek the revocation, cancellation, suspension, failure to renew or adverse modification violation of any such Permit. No material facts applicable zoning regulations, ordinance or circumstances exist that, with or without notice or lapse of time, would be reasonably likely to result in such Litigation. All required filings other similar Law binding on the Corporation with respect to such Permit its assets, properties or business has been received. Schedule 3.18(b) lists all permits, licenses and franchises held by the Corporation. (c) Except in circumstances that would not constitute or result in a Material Adverse Effect, the Corporation has not violated nor is alleged to have been timely made violated, or is in violation of, any Environmental Law, or has released, treated, stored, disposed of or transported any Hazardous Substance in violation of any Environmental Law. To the knowledge of the Shareholder, there are no Hazardous Substances located at, in, on, within or under the surface of either of the Corporation's assets, properties or facilities in Material violation of applicable Environmental Laws. Other than as set forth on Schedule 3.18(c) hereto, neither the Shareholder nor the Corporation has received, or has knowledge of, any requests for information, notice of claim, demand, lawsuit, action or other notification from any Governmental Authority or any third party that the Corporation may be potentially responsible for any threatened or actual release of Hazardous Substances, or in violation of or in noncompliance with any Environmental Law, and all required applications for renewal thereof have been timely filedneither the Corporation nor the Shareholder is subject to any agreement, except to the extent not material to the Business.consent, decree, administrative order, notice or enforcement action brought under any Environmental Laws. For purposes of this Section 3.18(c), "Environmental Laws" means any applicable Federal, state or local law, rule, regulation, ordinance, program, permit, guidance, order, consent,

Compliance with Law; Permits and Licenses. (a) Except To the knowledge of such Seller, except as set forth in Schedule 4.12(a)the Transferred Company Disclosure Memorandum, neither the Transferred Company nor its Subsidiary is or has been not in material violation of, nor has it been the subject of any Litigation and is not under investigation with respect to, and has not been threatened to the be charged with or given notice of violation of, any Applicable Law. No Litigation is pending, except for violations that have not had and could not reasonably be expected to have, individually or to in the Knowledge of the Companyaggregate, threatened, with respect to any violation of any Law by the Company or its Subsidiary, and both the Company and its Subsidiary are and have been in compliance in all material respects with all Laws relating to the conduct of the Businessa Sellers Material Adverse Effect. Neither the such Seller or Transferred Company nor its Subsidiary has received any written notice of to the effect that, or otherwise been advised that, Transferred Company is not in compliance with any such Litigation or any liability or potential responsibility on the part of the Company or its Subsidiary to undertake or to bear all or any portion of the cost of any remedial action of any naturematerial Applicable Laws. (b) The Company and its Subsidiary possessTo the knowledge of such Seller, and at all times have possessed all material Permits necessary to its conduct of the Business. The Permits except as set forth in Schedule 4.12(b) constitute the Transferred Company Disclosure Memorandum, Transferred Company holds all Permits material to the ownership and conduct of its business in each of the Permits used in, jurisdictions in which it conducts or held for use inoperates its business, the Business by absence of which would have a Sellers Material Adverse Effect and such Permits are in full force and effect. To the Knowledge of such Seller, the Permits listed with issue dates and expiration or renewal dates in the Transferred Company Disclosure Memorandum include all Permits which are material to the ownership and conduct of its Subsidiarybusiness, as including the present use and occupancy of the date hereofReal Property by Transferred Company, and each has been duly issued. Each such Permit is validly and presently in effect (and To the continuing validity and effectiveness knowledge of such Permit will not be affected by Seller, the consummation of the transactions contemplated by this Agreement)Agreement or any other Contract related hereto will not result in any revocation, cancellation or suspension of any such Permit, and there are no pending or, to the Company Knowledge of such Seller, threatened Actions with respect to revocation, cancellation, suspension or its Subsidiary is not in default nonrenewal thereof, and, to the Knowledge of such Seller, there has occurred no event which (whether with or without notice or lapse of time, time or both) under any will result in such Permit in any material respect. There is no Litigation pending, nor to the Knowledge of the Company or its Subsidiary, threatened, that seek the a revocation, cancellation, suspension, failure to renew suspension or adverse modification of any such Permit. No material facts or circumstances exist that, with or without notice or lapse of time, would be reasonably likely to result in such Litigation. All required filings with respect to such Permit have been timely made and all required applications for renewal thereof have been timely filed, except to the extent not material to the Businessnonrenewal thereof.

Compliance with Law; Permits and Licenses. (a) Except as set forth To the knowledge of Seller, Seller is in Schedule 4.12(a)compliance with all applicable laws, statutes, ordinances and regulations, whether federal, foreign, state or local affecting the GBO Included Business except where the failure to comply would not have a Material Adverse Effect. To the knowledge of Seller, neither the Company Seller nor its Subsidiary is or has been in material violation of, nor has it been the subject of any Litigation with respect to the violation of, any Law. No Litigation is pending, or to the Knowledge of the Company, threatened, with respect to any violation of any Law by the Company or its Subsidiary, and both the Company and its Subsidiary are and have been in compliance in all material respects with all Laws relating to the conduct of the Business. Neither the Company nor its GBO Subsidiary has received any written notice to the effect that, or has otherwise been advised that, they are not in compliance with any such statute, regulation, order, ordinance or other law affecting the GBO Included Business where the failure to comply would have a Material Adverse Effect on the GBO Subsidiaries or the GBO Included Business, and Seller has no knowledge of any presently existing circumstances that are likely to result in violations of any such Litigation regulations which would, individually or any liability or potential responsibility in the aggregate, have a Material Adverse Effect on the part of the Company or its Subsidiary to undertake or to bear all or any portion of the cost of any remedial action of any natureGBO Included Business. (b) The Company and its Subsidiary possessTo the knowledge of Seller, it holds all permits, licenses, registrations, and at all times have possessed all material Permits certifications necessary to its for the ownership and conduct of the GBO Included Business (including third party administrator and utilization review authority) in all jurisdictions where the GBO Included Business is conducted and such permits, licenses, registrations, and certifications are in full force and effect except where the failure to hold any permit or license or the failure of any permit or license to be in full force and effect would not have a Material Adverse Effect on the GBO Subsidiaries or the GBO Included Business. The Permits set forth in Schedule 4.12(b) constitute all To the knowledge of the Permits used inSeller, or held for use in, the Business by the Company and its Subsidiary, as of the date hereof. Each such Permit is validly and presently in effect (and the continuing validity and effectiveness of such Permit will not be affected by the consummation of the transactions contemplated by this Agreement), and the Company or its Subsidiary is not in default (with or without notice or lapse of time, or both) under any such Permit in any material respect. There is no Litigation pending, nor to the Knowledge of the Company or its Subsidiary, threatened, that seek the revocation, cancellation, suspension, failure to renew or adverse modification of any such Permit. No material facts or circumstances exist that, with or without notice or lapse of time, would be reasonably likely to result in such Litigation. All required filings with respect to such Permit have been timely made and all required applications for renewal thereof have been timely filed, except to the extent not material to the Business.this

Compliance with Law; Permits and Licenses. (a) Except as set forth in Schedule 4.12(a), neither and subject to the last sentence of this Section 4.12(a), (i) the Company nor its Subsidiary is not or has not been in material violation of, nor has it been the subject of any Litigation with respect to the violation of, any Law. No Law within the past three (3) years, (ii) no Litigation is pending, or to the Knowledge of the Company, threatened, with respect to any violation of any Law by the Company or its SubsidiaryCompany, and both the Company is and its Subsidiary are and have has been in compliance in all material respects with all applicable Laws relating to the conduct of the Business. Neither , and (iii) the Company nor its Subsidiary has not received any written notice of any such Litigation or any material liability or potential responsibility on the part of the Company or its Subsidiary to undertake or to bear all or any portion of the cost of any remedial action of any nature. For the avoidance of doubt, the Reps contained in this Section 4.12(a) are not intended to address the subject matters set forth in Section 4.15 (Taxes), Section 4.16 (Employee Benefit Plans), Section 4.17 (Environmental Liability), Section 4.20 (Labor Matters) or Section 4.26 (Illegal Payments). (b) The Company and its Subsidiary possesspossesses, and at all times have has possessed all material Permits necessary to its the conduct of the BusinessBusiness as it is presently being conducted. The Permits set forth in Schedule 4.12(b) constitute all of the Permits used in, or held for use in, the Business by the Company and its SubsidiaryCompany, as of the date hereof. Each such Permit is validly and presently in effect (and the continuing validity and effectiveness of such Permit will not be affected by the consummation of the transactions contemplated by this Agreement), and the Company or its Subsidiary is not in default (with or without notice or lapse of time, or both) under any such Permit in any material respect. There is no Litigation pending, nor nor, to the Knowledge of the Company or its SubsidiaryCompany, threatened, that seek seeks the revocation, cancellation, suspension, failure to renew suspension or adverse modification of any such Permit. No material facts or circumstances exist that, with or without notice or lapse of time, would be reasonably likely to result in such Litigation. All required filings with respect to such Permit have been timely made and all required applications for renewal thereof have been timely filed, except to the extent not material to the Business.