Common use of Compliance with Laws, Material Agreements and Permits Clause in Contracts

Compliance with Laws, Material Agreements and Permits. None of the Target Companies is in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: (a) its certificate of incorporation, bylaws or other organizational documents, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority, or (c) any Company Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Each of the Target Companies has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets (“Company Permits”), except for Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the Company. None of the Company Permits will be adversely affected by the execution and delivery by the Company of, or the consummation of the transactions contemplated under, this Agreement or requires any filing or consent in connection therewith. Each of the Target Companies is in compliance with the terms of its Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No investigation or review by any Governmental Authority with respect to any of the Target Companies is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no other party to any Company Material Agreement is in material breach of the terms, provisions or conditions of such Company Material Agreement.

Compliance with Laws, Material Agreements and Permits. None of the Target Companies is in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: (a) its certificate of incorporation, bylaws or other organizational documents, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority, or (c) any Company Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Each of the Target Companies has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets (“Company Permits”), except for Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the Company. None of the Company Permits will shall be adversely affected by the execution and delivery by the Company of, or the consummation of the transactions contemplated under, under this Agreement or requires any filing or consent in connection therewith. Each of the Target Companies is in compliance with the terms of its Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No investigation or review by any Governmental Authority with respect to any of the Target Companies is pending or, to the knowledge of the Company, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. To the knowledge of the Company, no other party to any Company Material Agreement is in material breach of the terms, provisions or conditions of such Company Material Agreement. Each Company Material Agreement (other than those listed in the Company’s Form 10-K for the year ended December 31, 2003, or in subsequent filings, as an exhibit to the Company SEC Documents) is listed on Section 3.11 of the Company Disclosure Schedule.

Compliance with Laws, Material Agreements and Permits. None of the Target Prize Companies is in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: (a) its certificate of incorporation, bylaws or other organizational documents, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority, or (c) any Company Prize Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyPrize. Each of the Target Prize Companies has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets (“Company Permits”"PRIZE PERMITS"), except for Company Prize Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyPrize. None of the Company Prize Permits will be adversely affected by the execution and delivery by the Company of, or the consummation of the transactions contemplated under, under this Agreement or requires any filing or consent in connection therewith. Each of the Target Prize Companies is in compliance with the terms of its Company Prize Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyPrize. No investigation or review by any Governmental Authority with respect to any of the Target Prize Companies is pending or, to the knowledge of the CompanyPrize, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on Prize. To the knowledge of the CompanyPrize, no other party to any Company Prize Material Agreement is in material breach of the terms, provisions or conditions of such Company Prize Material Agreement.

Compliance with Laws, Material Agreements and Permits. None of the Target Companies The Company is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: under (a) its certificate or articles of incorporation, bylaws or other organizational documents, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority, or (c) any Company Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Each of the Target Companies The Company has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets (“"Company Permits”"), except for Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the Company. None of the Company Permits will be adversely affected by the execution and delivery by the Company of, or the consummation of the transactions contemplated under, this Agreement under any of the Transaction Documents or requires any filing or consent in connection therewith. Each of the Target Companies The Company is in compliance with the terms of its Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No investigation or review by any Governmental Authority with respect to any of the Target Companies Company is pending or, to the knowledge of the Company, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. To the knowledge of the Company, no other party to any Company Material Agreement is in material breach of the terms, provisions or conditions of such Company Material Agreement.

Compliance with Laws, Material Agreements and Permits. None of the Target Alpha Companies is in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: , (a) its certificate or articles of incorporation, bylaws incorporation or other organizational documentsby-laws, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority, or (c) any Company Alpha Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyAlpha. Each of the Target Alpha Companies has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business and or the lawful ownership, use and operation of its assets (“Company "Alpha Permits”"), except for Company Alpha Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the Company. None of the Company Permits will be adversely affected by the execution and delivery by the Company of, or the consummation of the transactions contemplated under, this Agreement or requires any filing or consent in connection therewithAlpha. Each of the Target Alpha Companies is in compliance with the terms of its Company Alpha Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyAlpha. No investigation or review by any Governmental Authority with respect to any of the Target Alpha Companies is pending or, to the knowledge of the CompanyAlpha, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on Alpha. To the knowledge of the CompanyAlpha, no other party to any Company Alpha Material Agreement is in material breach of the terms, provisions or and conditions of such Company Alpha Material Agreement.

Compliance with Laws, Material Agreements and Permits. None of Neither the Target Companies Company nor any Material Subsidiary is in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: under (a) its certificate of incorporation, bylaws bylaws, partnership agreement, or other organizational documents, except as shown in Section 3.10(i) of the Company Disclosure Schedule, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority, except as shown in Section 3.10(ii) of the Company Disclosure Schedule, or (c) any Company Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Each of The Company and the Target Companies has Material Subsidiaries have obtained and holds hold all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its their business and the lawful ownership, use and operation of its their assets (“Company Permits”), except for Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the Company. None of the Company Permits will be adversely affected by the execution and delivery by the Company of, or the consummation of the transactions contemplated under, under this Agreement or requires any filing or consent in connection therewith. Each of The Company and the Target Companies is Material Subsidiaries are in compliance with the terms of its the Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No Except as set forth in Section 3.10(iii) of the Company Disclosure Schedule, the Company has received no written notice of any investigation or review by any Governmental Authority with respect to the Company or any of the Target Companies is pending or, Material Subsidiary and to the knowledge of the Company, no such investigation or review is pending or threatened. To the knowledge of the Company, no other party to any Company Material Agreement is in material breach of the terms, provisions or conditions of such Company Material Agreement.

Compliance with Laws, Material Agreements and Permits. None of the Target Prize Companies is in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: (a) its certificate of incorporation, bylaws or other organizational documents, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority, or (c) any Company Prize Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyPrize. Each of the Target Prize Companies has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets (“Company "Prize Permits”"), except for Company Prize Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyPrize. None of the Company Prize Permits will be adversely affected by the execution and delivery by the Company of, or the consummation of the transactions contemplated under, under this Agreement or requires any filing or consent in connection therewith. Each of the Target Prize Companies is in compliance with the terms of its Company Prize Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyPrize. No investigation or review by any Governmental Authority with respect to any of the Target Prize Companies is pending or, to the knowledge of the CompanyPrize, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on Prize. To the knowledge of the CompanyPrize, no other party to any Company Prize Material Agreement is in material breach of the terms, provisions or conditions of such Company Prize Material Agreement.

Compliance with Laws, Material Agreements and Permits. None of Neither the Target Companies Company nor any Material Subsidiary is in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: under (a) its certificate of incorporation, bylaws bylaws, partnership agreement, or other organizational documents, except as shown in Section 3.10(i) of the Company Disclosure Schedule, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority, except as shown in Section 3.10(ii) of the Company Disclosure Schedule, or (c) any Company Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Each of The Company and the Target Companies has Material Subsidiaries have obtained and holds hold all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its their business and the lawful ownership, use and operation of its their assets (“"Company Permits”"), except for Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the Company. None of the Company Permits will be adversely affected by the execution and delivery by the Company of, or the consummation of the transactions contemplated under, under this Agreement or requires any filing or consent in connection therewith. Each of The Company and the Target Companies is Material Subsidiaries are in compliance with the terms of its the Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No Except as set forth in Section 3.10(iii) of the Company Disclosure Schedule, the Company has received no written notice of any investigation or review by any Governmental Authority with respect to the Company or any of the Target Companies is pending or, Material Subsidiary and to the knowledge of the Company, no such investigation or review is pending or threatened. To the knowledge of the Company, no other party to any Company Material Agreement is in material breach of the terms, provisions or conditions of such Company Material Agreement.3.11

Compliance with Laws, Material Agreements and Permits. None of the Target Companies is in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: (a) its certificate of incorporation, bylaws or other organizational documents, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority, or (c) any Company Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Each of the Target Companies has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets (“"Company Permits”"), except for Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the Company. None of the Company Permits will shall be adversely affected by the execution and delivery by the Company of, or the consummation of the transactions contemplated under, under this Agreement or requires any filing or consent in connection therewith. Each of the Target Companies is in compliance with the terms of its Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No investigation or review by any Governmental Authority with respect to any of the Target Companies is pending or, to the knowledge of the Company, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. To the knowledge of the Company, no other party to any Company Material Agreement is in material breach of the terms, provisions or conditions of such Company Material Agreement. Each Company Material Agreement (other than those listed in the Company's Form 10-K for the year ended December 31, 2003, or in subsequent filings, as an exhibit to the Company SEC Documents) is listed on Section 3.11 of the Company Disclosure Schedule.