Common use of Compliance with Law; Permits Clause in Contracts

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it. (b) Each of the Company and its Subsidiaries is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”). Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge of the Seller, threatened. The Company and its Subsidiaries will continue to have the use and benefit of all Permits following consummation of the transactions contemplated hereby. No Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its Subsidiaries.

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries The Business is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a)To the knowledge of the Sellers, none of the Sellers, the Company, any of its Subsidiaries the Business or any of its or their executive officers employees has received during the past five years, nor is has there any basis forbeen threatened, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries the Business is not in compliance in any material respect with any Law applicable to it. (b) Each Except as set forth in Schedule 3.9(b) of the Disclosure Schedules, the Company and its Subsidiaries or the Business is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary sufficient and adequate for each of the Company and its Subsidiaries to own, lease and operate its properties and it to carry on its business the Business in all material respects as currently conducted (the “Permits”). Each of the The Company and its Subsidiaries is the Business are and has have been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge of the Seller, threatened. The Company and its Subsidiaries or the Business will continue to have the use and benefit of all Permits Permits, in all material respects, following consummation of the transactions contemplated hereby. No Except as set forth in Schedule 3.9(b) of the Disclosure Schedules, no Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its Subsidiariesthe Business.

Compliance with Law; Permits. (a) Each Except as disclosed in Section 3.8(a) of the Disclosure Schedule, each Company and its Subsidiaries Group Member is and has been in compliance compliance, in all material respects respects, with all Laws applicable to itits business, operations, properties or assets, including Laws relating to anti-money laundering, economic sanctions and terrorist financing, the monitoring and reporting of suspicious activity, the protection of Data, privacy, identity theft and consumer protection. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries Company Group Members or any of its or their executive officers has have received during the past five years, nor nor, to the knowledge of the Company, except as disclosed in Section 3.8(a) of the Disclosure Schedule, is there any reasonable basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the any Company or any of its Subsidiaries Group Member is not in compliance in any material respect with any Law applicable to itits businesses, operations or assets. (b) Each Section 3.8(b) of the Company Disclosure Schedule sets forth a true and its Subsidiaries is in possession complete list of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the any Company and its Subsidiaries Group Member to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”). Each Except as disclosed in Section 3.8(b) of the Disclosure Schedule, each Company Group Member: (i) is in possession of all Permits, all of which are valid and its Subsidiaries in effect, except where any failure to have such Permits would not, individually or in the aggregate, be material to the Company Group; and (ii) is and has been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge of the SellerCompany, threatened. The Each Company and its Subsidiaries Group Member will continue to have the use and benefit of all Permits following consummation of the transactions contemplated herebyTransactions. No Permit is held in the name of any employee, officer, director, stockholdershareholder, agent or otherwise on behalf of any member of the Company or any of its SubsidiariesGroup.

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it, except for any such failures to comply that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there (5) years any basis for, any written notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any material Law applicable to it. (b) Each Schedule 3.8 of the Company Disclosure Schedules sets forth a true and its Subsidiaries is in possession complete list of all material permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”). Each To the knowledge of the Company, each of the Company and its Subsidiaries is and has been since the Avtec Acquisition Date in compliance in all material respects with all such Permits. No suspension, cancellation, material modification, revocation or nonrenewal of any Permit is pending or, to the knowledge of the SellerCompany, threatenedthreatened in writing. The No Permit is held in the name of any employee, officer, director, stockholder or agent. (c) To the knowledge of the Company, the Company and its Subsidiaries will continue to have the use and benefit of all Permits following consummation of the transactions contemplated hereby. No Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its Subsidiaries.

Compliance with Law; Permits. (aA) Each To the Knowledge of the Company, each of the Company and its Subsidiaries Subsidiaries, and the Material Leased Real Property and the Material Owned Real Property, is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five three years, nor nor, to the Knowledge of the Company, is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it. (bB) Each To the Knowledge of the Company, each of the Company and its Subsidiaries is are in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries issued to, or required to be obtained or maintained by, it in order to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “"Permits”"). Each To the Knowledge of the Company, the Company and its Subsidiaries is are and has have been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Permit Permits is pending or, to the knowledge Knowledge of the SellerCompany, threatened. The Company and its Subsidiaries will continue to have To the use and benefit of all Permits following consummation Knowledge of the transactions contemplated hereby. No Permit is Company, no Permits are held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its Subsidiaries.

Compliance with Law; Permits. (a) Each Except as set forth under Schedule 3.08 of the Disclosure Schedules, the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none The Company has not received since its inception up to the date of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, this Agreement any notice, order, complaint or other written communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it. (b) Each of the The Company and its Subsidiaries is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”), except where any failure to have such Permits would not, individually or in the aggregate, be material to the Company, taken as a whole. Each of the The Company and its Subsidiaries is and has been in compliance in all material respects with all such Permits. No To the Company’s Knowledge, no suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge or threatened as of the Seller, threateneddate of this Agreement. The Company and its Subsidiaries will continue to have the use and benefit of all Permits following consummation of the transactions contemplated hereby, except where any failure to have such Permits would not, individually or in the aggregate, be material to the Company, taken as a whole. No Permit is held in the name of any employee, member, manager, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its SubsidiariesCompany.

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries (i) Seller is and has been in material compliance in all material respects with all applicable Laws relating to the ownership and operation of its business and (ii) there are no pending or, to the Knowledge of Parent, threatened, claims from any Person relating to any non-compliance with applicable Laws by Seller or with respect to it. Except as set forth the Transferred Assets or Owned Real Property, except, in Schedule 3.11(aeach case of (i) and (ii), none of the Companythat has not had, any of its Subsidiaries or any of its or their executive officers has received during the past five yearswould be reasonably expected to have, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to ita Material Adverse Effect. (b) Each of the Company and its Subsidiaries Seller is in possession of all permitsmaterial permits (including work permits and visas), licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority (the “Permits”) necessary for each of the Company and its Subsidiaries it to own, lease and operate its properties assets and properties, to carry on its business in all material respects as currently conducted (the “Permits”). Each employ or engage officers, workers and employees who are not citizens of the Company country where they are carrying out their duties or performing their services in the Ordinary Course of Business. All material Permits held by Seller: (i) are valid and its Subsidiaries in full force and effect and Seller is not in default under, or in violation of, any such Permit, except for such defaults or violations which would not reasonably be expected, individually or in the aggregate, to materially restrict or interfere with each Buyer’s ability to operate in the Ordinary Course of Business and has been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation no suspension or nonrenewal cancellation of any such Permit is pending (other than pursuant to its terms) or, to Parent’s Knowledge, threatened and (ii) each such Permit may be transferred or reissued to each Buyer in accordance with this Agreement and without the knowledge of the Seller, threatened. The Company and its Subsidiaries will continue to have the use and benefit of all Permits following consummation of the transactions contemplated hereby. No Permit is held in the name approval of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its SubsidiariesPerson.

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a)Section 3.8(a) of the Disclosure Schedules, none of the Company, Company or any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, years any notice, order, complaint or other written communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any all material respect respects with any Law applicable to it. (b) Each of the Company and its Subsidiaries is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”). Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all such Permits. No To the Company’s knowledge, no suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge of the Seller, or threatened. The To the Company’s knowledge, the Company and its Subsidiaries will continue to have the use and benefit of all Permits following consummation of the transactions contemplated hereby, except where any failure to have such Permits would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. No Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries, nor any of their respective directors, executives, representatives, agents or employees (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees or any employees of a foreign or domestic government-owned entity, (iii) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977 or any other anticorruption Law applicable to the Company or any of its Subsidiaries, (iv) has made, offered, authorized or promised any payment, rebate, payoff, influence payment, contribution, gift, bribe, rebate, kickback, or any other thing of value to any government official or employee, political party or official, or candidate, regardless of form, to obtain favorable treatment in obtaining or retaining business or to pay for favorable treatment already secured, (v) has established or maintained, or is maintaining, any fund of corporate monies or other properties for the purpose of supplying finds for any of the purposes described in the foregoing clause (iv), (vi) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other similar payment of any nature, or (vii) has violated or is violating any Law applicable to the Company relating to performance of contracts for a Governmental Authority, including but not limited to the Federal Acquisition Regulations System at Title 48 of the Code of Regulations and the Defense Priorities and Allocations Systems at Part 700 of Title 15 of the Code of Regulations. (d) Neither the Company nor any director, officer, agent, employee or Affiliate of the Company acting or purporting to act on behalf of the Company: (i) is, or is owned or controlled by, a person or entity subject to the sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or included on the List of Specially Designated Nationals and Blocked Persons, Denied Persons List, Entities List, Debarred Parties List, Excluded Parties List and Terrorism Exclusion List, or any similar Law; or (ii) has engaged in any unauthorized transaction directly or indirectly with any such Person or has otherwise been in breach of any such sanctions, restrictions or any similar foreign or state Law.

Compliance with Law; Permits. (a) Each of the The Company and its Subsidiaries is and has been are in compliance with and are not in all material respects with all Laws applicable default under or in violation of and have not, to it. Except as set forth in Schedule 3.11(a), none the knowledge of the Company, received any written notice of its Subsidiaries non-compliance, default or violation with respect to any of its applicable federal, state, local or their executive officers has received during the past five yearsforeign constitution, nor is there any basis forlaw, any noticestatute, ordinance, regulation, judgment, order, complaint injunction, decree or other communication from agency requirement of any Governmental Authority Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or any other Person that violation would not have, individually or in the aggregate, a Company Material Adverse Effect. Notwithstanding anything contained in this Section 3.6(a), no representation or any warranty shall be deemed to be made in this Section 3.6(a) in respect of its Subsidiaries is not in compliance in any material respect with any environmental, Tax, employee benefits or labor Law applicable to itmatters. (b) Each of the The Company and its the Company’s Subsidiaries is are in possession of all permitsgrants, authorizations, licenses, franchisespermits, approvalseasements, variances, exceptions, consents, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations approvals and orders of any Governmental Authority Entity necessary for each of the Company and its the Company’s Subsidiaries to own, lease and operate its their properties and assets or to carry on its business in all material respects their businesses as currently they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permit would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of the All Company Permits are in full force and its Subsidiaries is effect, and has been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Permit no proceeding is pending or, to the knowledge of the SellerCompany, threatened. The threatened in writing to revoke, suspend, cancel, terminate, or adversely modify any Company Permit except where the failure to be in full force and its Subsidiaries will continue to have the use and benefit of all Permits following consummation of the transactions contemplated hereby. No Permit is held effect or such revocation, suspension, cancellation, termination or adverse modification would not have, individually or in the name of any employeeaggregate, officer, director, stockholder, agent or otherwise on behalf of the a Company or any of its SubsidiariesMaterial Adverse Effect.

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and each of the Company and its Subsidiaries has been since January 1, 2013, in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none of the Company, any of its Subsidiaries or any of its or their executive officers The Company has not received during the past five two years, nor is there any basis forwritten, any noticeor, orderto the Company’s knowledge, complaint oral notice or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it. (b) Each of the Company and its Subsidiaries is in possession of all material permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”). Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge of the SellerCompany, threatened. The Company and its Subsidiaries will continue to have the use and benefit of all Permits following consummation of the transactions contemplated hereby. No Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its Subsidiaries. Schedule 3.8(b) of the Disclosure Schedules sets forth a true and complete list of the Permits of each of the Company and its Subsidiaries. (c) The Company and its Subsidiaries have been in compliance in all material respects with (i) all laws concerning the exportation of any products, technology, technical data and services, including those administered by, without limitation, the United States Department of Commerce, the United States Department of State, and United States Department of the Treasury; and (ii) United States and applicable international economic and trade sanctions, including those administered by the Office of Foreign Assets Control (“OFAC”) within the United States Department of the Treasury. (d) No director, officer or employee of the Company or any of its Subsidiaries, is identified on (i) OFAC’s list of “Specially Designated Nationals and Blocked Persons” (“SDNs”), or any other lists of known or suspected terrorists, terrorist organization or other prohibited persons made publicly available or provided to the Company or its Subsidiaries by any agency of the government of the United States or any jurisdiction in which the Company or its Subsidiaries are doing business (“Prohibited Persons”); (ii) the Bureau of Industry and Security of the United States Department of Commerce “Denied Persons List,” “Entity List” or “Unverified List” (collectively “BIS Lists”); or (iii) the Directorate of Defense Trade Controls of the United States Department of State “Debarred List.” To the knowledge of the Company, neither the Company nor any of its Subsidiaries, is, or, since January 1, 2013, has been, involved in business arrangements or otherwise engages in transactions with or involving countries subject to trade sanctions imposed by the United States Government, or with or involving SDNs, Prohibited Persons, or persons on the BIS Lists or the Debarred List. (e) Neither the Company nor any of its Subsidiaries have taken any action or failed to take any required action in material violation of any applicable Law governing economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts.

Compliance with Law; Permits. (a) Each of the Company Borrower and its Subsidiaries is each Subsidiary has complied with each law, judgment, order and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a)decree, none of the Companyincluding ERISA and environmental laws, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it. (b) Each of the Company and its Subsidiaries is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each Body to which Borrower or any Subsidiary or their business, operations, assets or properties is subject and is not currently in violation of any of the Company foregoing, except where the failure to so comply with or violation of any of the foregoing could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Borrower and its Subsidiaries to owneach Subsidiary owns, lease and operate its properties and to carry on holds, possesses or lawfully uses in the operation of its business in all material respects licenses, permits, authorizations and approvals (collectively, "Permits") which are necessary to conduct the business of Borrower and each Subsidiary as currently now conducted (or for the “Permits”). Each ownership and use of the Company its assets, free and its Subsidiaries is clear of all Liens and has been in compliance in all material respects with all laws. Neither Borrower nor any Subsidiary is in default, nor has Borrower or any Subsidiary received any notice of any claim of default, with respect to any such Permits. No suspension, cancellation, modification, revocation All such Permits are renewable by their terms or nonrenewal in the ordinary course of business without the need to comply with any Permit is pending or, special qualification procedures or to the knowledge pay any amounts other than routine filing fees. None of the Seller, threatened. The Company and its Subsidiaries such Permits will continue to have the use and benefit of all Permits following be adversely affected by consummation of the transactions contemplated hereby. No Permit is held in the name of any employeeshareholder, director, officer, directoremployee or former employee of Borrower or any affiliates of Borrower, stockholderor any other person, agent firm or otherwise on behalf corporation owns or has any proprietary, financial or other interest (direct or indirect) in any Permits which Borrower or any Subsidiary owns, possesses or uses in the operation of the Company business of Borrower or any of its SubsidiariesSubsidiary as now conducted.

Compliance with Law; Permits. (a) Each of the The Company and its Subsidiaries is and at all times has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none of Neither the Company, Company nor any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not or at any time has not been in compliance in any material respect with any Law applicable to it. No investigation or review by any Governmental Authority regarding a violation of any Law with respect to the Company has occurred, is pending or, to the Knowledge of the Company, threatened. (b) Each of the The Company and its Subsidiaries is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, variances, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries it to own, lease and operate its properties and to lawfully carry on its business in all material respects as currently conducted and as proposed to be conducted (the “Permits”). Each , a complete and correct list of which is set forth in Schedule 3.9(b) of the Disclosure Schedules. The Company and its Subsidiaries is and has been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge Knowledge of the SellerCompany, threatened. The Company and its Subsidiaries will continue to have the use and benefit of all Permits immediately following consummation of the transactions contemplated hereby. No Permit is held in by this Agreement and the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its SubsidiariesAncillary Agreements.

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it. (b) Each of the Company and its Subsidiaries is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”). Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge of the SellerMBS Parties, threatened. The Company and its Subsidiaries will continue to have the use and benefit of all Permits following consummation of the transactions contemplated herebyhereby and by the Ancillary Agreements. No Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its Subsidiaries. Schedule 3.9(b) of the Disclosure Schedules sets forth a true and complete list of the material Permits of each of the Company and its Subsidiaries, and the MBS Parties have furnished, or caused to be furnished, to the Buyer true and complete copies of all such material Permits.

Compliance with Law; Permits. (a) Each The Company and each of the Subsidiaries has complied with each law, judgment, order and decree of any Governmental Entity to which the Company or the Subsidiaries or their business, operations, assets or properties is subject and is not currently in violation of any of the foregoing, except where the failure to so comply with or violation of any of the foregoing could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of the Subsidiaries owns, holds, possesses or lawfully uses in the operation of its Subsidiaries is business all material licenses, permits, authorizations and has been approvals (collectively, "Permits") which are necessary to conduct the Business as now conducted or for the ownership and use of its assets, free and clear of all Liens and in compliance in all material respects with all Laws applicable to itlaws. Except as set forth For purposes of this Agreement, the term "Permit" excludes any development permit, approval or authorization issued by any municipal, county, state or federal agency. Neither the Company nor any Subsidiary is in Schedule 3.11(a), none of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five yearsdefault, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that has the Company or any of its Subsidiaries is not in compliance in Subsidiary received any material respect with any Law applicable to it. (b) Each of the Company and its Subsidiaries is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations notice of any Governmental Authority necessary for each claim of the Company and its Subsidiaries default, with respect to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”). Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all any such Permits. No suspension, cancellation, modification, revocation All such Permits are renewable by their terms or nonrenewal in the ordinary course of business without the need to comply with any Permit is pending or, special qualification procedures or to the knowledge pay any amounts other than routine filing fees. None of the Seller, threatened. The Company and its Subsidiaries such Permits will continue to have the use and benefit of all Permits following be adversely affected by consummation of the transactions contemplated hereby. No Permit is held in the name of any employeeshareholder, director, officer, director, stockholder, agent employee or otherwise on behalf former employee of the Company or any affiliates of its Subsidiariesthe Company, or any other person, firm or corporation owns or has any proprietary, financial or other interest (direct or indirect) in any Permits which the Company or any Subsidiary owns, possesses or uses in the operation of the Business as now conducted.

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it. (b) Each of the Company and its Subsidiaries is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries it to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”). Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge of the SellerCompany, threatened. The Company and its Subsidiaries will continue to have the use and benefit of all Permits following consummation of the transactions contemplated hereby. No Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its Subsidiaries.

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five (5) years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it. (b) Each of the Company and its Subsidiaries is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”). Each of the Company and its Subsidiaries is and has been in material compliance in all material respects with all such PermitsPermits and all such Permits are in full force and effect. No suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge of the SellerCompany, threatened. The Company Interim Surviving Corporation or the Final Surviving Entity, as the case may be, and its Subsidiaries will continue to have the use and benefit of all Permits immediately following consummation of the transactions contemplated hereby. No Permit is held in the name of any employeeEmployee, officer, director, stockholdershareholder, agent or otherwise on behalf of the Company or any of its Subsidiaries.

Compliance with Law; Permits. (a) Each of the Acquired Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to itit or to the conduct of its business or the ownership of its assets. Except as set forth No event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in Schedule 3.11(a)a violation by either Acquired Company of, none or a failure on the part of the Companyeither Acquired Company to comply in all material respects with, any of its Subsidiaries or any of its or their executive officers Law. Since the Lookback Date, neither Acquired Company has received during the past five yearsany order, nor is there any basis fornotice of inquiry, any notice, orderinvestigation, complaint or other communication from any Governmental Authority or any other Person that regarding any actual or possible violation of, or failure to comply in all material respects with, any applicable Law. To the Company Knowledge of the Acquired Companies, there is no Order, Action, notice of inquire, investigation, complaint or other communication threatened from any Governmental Authority or any of its Subsidiaries is not other Person regarding any actual or possible violation of, or failure to comply in compliance in all material respects with, any material respect with any Law applicable to itLaw. (b) Each Except as set forth in Section 4.9(b) of the Disclosure Schedule, each Acquired Company and its Subsidiaries is in possession of has all permits, licenses, variances, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries Acquired Companies to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”)) except for any Permits which failure to obtain will not result in a Material Adverse Effect. Each of the Acquired Company and its Subsidiaries is and has been in compliance in all material respects with the terms and conditions of all such Permits. No suspension, cancellation, modification, revocation Permits 505026976.1 applicable to such Acquired Company and no suspension or nonrenewal cancellation of any Permit of such Permits is pending orpending, or to the knowledge Knowledge of the Sellereach Acquired Company, threatened. The Company and its Subsidiaries will continue to have the use and benefit of all Permits following consummation of the transactions contemplated hereby. No Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its Subsidiaries.

Compliance with Law; Permits. (a) Each of the The Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to itits business, operations, properties or assets, including, without limitation, Laws relating to anti-money laundering, economic sanctions and terrorist financing, the monitoring and reporting of suspicious activity, the protection of non-public customer information, privacy, identity theft and consumer protection. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries Company or any of its or their executive officers has received during the past five years, nor is there any reasonable basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to itits businesses, operations or assets. There have been no intentional violations of Law or Company policy on the part of the Company’s employees in the course of their activities as employees of the Company prior to the Closing. (b) Each Schedule 3.8 of the Company Disclosure Schedules sets forth a true and its Subsidiaries is in possession complete list of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”), all of which are valid and in effect, except where any failure to have such Permits would not, individually or in the aggregate, be material to the Company. Each of the The Company and its Subsidiaries is and has been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge Knowledge of the SellerCompany, threatened. The Company and its Subsidiaries Surviving Corporation will continue to have the use and benefit of all Permits immediately following consummation of the transactions contemplated herebyTransactions. No Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its SubsidiariesCompany.

Compliance with Law; Permits. (a) Each Since March 2, 2011, each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during since March 2, 2011, nor, to the past five yearsKnowledge of Seller and the Company, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it. (b) Each of the Company and its Subsidiaries is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”). Each , and each of the Company and its Subsidiaries is and has been in compliance in all material respects with all such Permits. No To the Knowledge of Seller or the Company, no suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending orpending. Except as would not, individually or in the aggregate, be material to the knowledge of Company and its Subsidiaries, taken as a whole, the Seller, threatened. The Company and its Subsidiaries will continue to have the use and benefit of all Permits following consummation of the transactions contemplated hereby. No Permit is held in the name of Seller or any employee, officer, director, stockholderequityholder, agent or otherwise on behalf of the Company or any of its Subsidiaries.

Compliance with Law; Permits. (a) Each of the The Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a)Neither the Company nor, none of the Companyto its Knowledge, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor nor, to the Knowledge of the Company, is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it. (b) Each of the The Company and its Subsidiaries is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries it to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”). Each of the The Company and its Subsidiaries is and has been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge Knowledge of the SellerCompany, threatened. The Company and its Subsidiaries Survivor will continue to have the use and benefit of all Permits following consummation of the transactions contemplated hereby. No Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company. (c) All of the products of the Company are properly classified as set forth in Section 3.8(c) of the Disclosure Letter and subject to export controls (if any) applicable to such designation. The Company has been, and currently is, in compliance with all such applicable Law relating to the export of the Company’s products. (d) Without limiting the foregoing, (i) the Company is and has been in compliance in all material respects with, and not in violation of, or liable under, any applicable Occupational Safety and Health Laws and (ii) no reason exists why the Company would not be capable of operating its business in compliance with applicable Occupational Safety and Health Laws without undue expense or burden after the Closing Date. The Company has not received any written notice or other communication from any Government Authority or any other Person regarding (x) any failure to comply in any material respect with any applicable Occupational Safety and Health Law or (y) any obligation to undertake or bear any material cost of its Subsidiariesany Occupational Safety and Health Liabilities, including any Occupational Safety and Health Liabilities with respect to any Leased Real Property at, to or from which Hazardous Substances have been generated, manufactured, refined, transferred, used or processed, transported, treated, stored, handled, transferred, disposed of, recycled or received by the Company, and, there are no facts or circumstances that can be reasonably expected to form the basis of (x) or (y). (e) The Company is, and has been, in compliance with all applicable GSA foreign acquisition requirements that items offered for sale to Governmental Authorities are U.S.- or designated country end products (including as permitted under Federal Acquisition Regulation part 25).

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, years up to the date of this Agreement any notice, order, complaint or other written communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it. (b) Each of the Company and its Subsidiaries is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”), except where any failure to have such Permits would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all such Permits. No To the Company’s knowledge, no suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge or threatened as of the Seller, threateneddate of this Agreement. The Company and its Subsidiaries will continue to have the use and benefit of all Permits following consummation of the transactions contemplated hereby, except where any failure to have such Permits would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. No Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of its Subsidiaries.

Compliance with Law; Permits. (a) Each As of the Company and its date hereof, (i) the Transferred Subsidiaries is and has been are in material compliance in all material respects with all applicable Laws applicable relating to it. Except as set forth their operation in Schedule 3.11(a)the Ordinary Course of Business and (ii) there are no pending or, none to the Knowledge of the CompanySeller, any of its Subsidiaries or any of its or their executive officers has received during the past five yearsthreatened, nor is there any basis for, any notice, order, complaint or other communication claims from any Governmental Authority relating to any non-compliance of the Transferred Subsidiaries, except, in each case of (i) and (ii), that has not had, or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable would be reasonably expected to ithave, a Material Adverse Effect. (b) Each of the Company and its The Transferred Subsidiaries is are in possession of all permitsmaterial permits (including work permits and visas), licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority (the “Permits”) necessary for each of the Company and its Subsidiaries them to own, lease and operate its properties their assets and properties, to carry on its business in all material respects as currently conducted (the “Permits”). Each employ or engage officers, workers and employees who are not citizens of the Company country where they are carrying out their duties or performing their services in the Ordinary Course of Business. All material Permits held by the Transferred Subsidiaries: (i) are valid and its Subsidiaries in full force and effect and no Transferred Subsidiary is in default under, or in violation of, any such Permit, except for such defaults or violations which would not reasonably be expected, individually or in the aggregate, to materially restrict or interfere with Buyer’s ability to operate in the Ordinary Course of Business and has been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation no suspension or nonrenewal cancellation of any such Permit is pending (other than pursuant to its terms) or, to the knowledge Seller’s Knowledge, threatened and (ii) subject to entry of the SellerSale Order, threatened. The Company each such Permit may be transferred or reissued to Buyer in accordance with this Agreement and its Subsidiaries will continue to have without the use and benefit of all Permits following consummation of the transactions contemplated hereby. No Permit is held in the name approval of any employee, officer, director, stockholder, agent or otherwise on behalf of Person (other than the Company or any of its SubsidiariesBankruptcy Court).