Common use of Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts Clause in Contracts

Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts. (a) Except for items disclosed in Schedule 3.1.9(a), with respect to which Transferor has Adequate Reserves, since the Balance Sheet Date, Transferor has complied in all material respects with all Applicable Laws applicable to the Business or the Assets, and Transferor has not received any notice alleging any such conflict, violation, breach or default. (b) Except for items set forth in Schedule 3.1.9(b), with respect to which Transferor has Adequate Reserves, all Governmental Approvals and Consents necessary for or otherwise material to the conduct of the Business have been duly obtained and are in full force and effect, and Transferor is in material compliance with each of such Governmental Approvals and Consents held by it with respect to the Assets and the Business. (c) To the Knowledge of Transferor, there are no proposed laws, rules, regulations, ordinances, orders, judgments, decrees, governmental takings, condemnations or other proceedings which would be applicable to the business, operations or properties of the Division and which might adversely affect the properties, assets, liabilities, operations or prospects of the Division, either before or after the Closing Date.

Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts. (a) Except for items disclosed in Schedule 3.1.9(a), with respect to which Transferor has Adequate Reserves, since the Audited Balance Sheet Date, Transferor has complied in all material respects with all Applicable Laws applicable to the Business or the Assets, and Transferor has not received any notice alleging any such conflict, violation, breach or default. (b) Except for items set forth in Schedule 3.1.9(b), with respect to which Transferor has Adequate Reserves, all Governmental Approvals and Consents necessary for or otherwise material to the conduct of the Business have been duly obtained and are in full force and effect, and Transferor is in material compliance with each of such Governmental Approvals and Consents held by it with respect to the Assets and the Business. (c) To the Knowledge of Transferor, there are no proposed laws, rules, regulations, ordinances, orders, judgments, decrees, governmental takings, condemnations or other proceedings which would be applicable to the business, operations or properties of the Division Transferor and which might adversely affect the properties, assets, liabilities, operations or prospects of the DivisionTransferor, either before or after the Closing Date.

Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts. (a) Except for items as disclosed in Schedule 3.1.9(a), with respect to which Transferor has Adequate Reserves, since the Balance Sheet Date, Transferor Seller has complied in all material respects with all Applicable Laws applicable to the Business or the AssetsLaws, and Transferor Seller has not received any notice alleging any such conflict, violation, breach or default. (b) Schedule 3.1.9(b) sets forth all Governmental Approvals and other Consents necessary for, or otherwise material to, the conduct of its business. Except for items as set forth in Schedule 3.1.9(b), with respect to which Transferor has Adequate Reserves, all such Governmental Approvals and Consents necessary for or otherwise material to the conduct of the Business have been duly obtained and are in full force and effect, and Transferor Seller is in material compliance with each of such Governmental Approvals and Consents held by it with respect to the Assets and the Businessit. (c) To the Knowledge of Transferor, there Schedule 3.1.9(c) sets forth all Contracts with any Governmental Authority. (d) There are no proposed laws, rules, regulations, ordinances, orders, judgments, decrees, governmental takings, condemnations or other proceedings which would be applicable to the business, operations or properties of the Division Seller and which might adversely affect the properties, assets, liabilities, operations or prospects of the Division, Seller either before or after the Closing Date.