Common use of Compliance with Laws; No Defaults Clause in Contracts

Compliance with Laws; No Defaults. (a) Purchaser is in compliance in all material respects with all Laws of any Governmental Authority applicable to its business or operations. Purchaser has not received any written or other notice or been charged with the violation of any Laws. To the Knowledge of Purchaser, Purchaser is not under investigation with respect to the violation of any Laws and, to the Knowledge of Purchaser, there are no facts or circumstances which could form the basis for any such violation that would reasonably be expected to have a Material Adverse Effect on Purchaser. Purchaser currently has all Authorizations which are required for the operation of the Purchaser's business as presently conducted. (b) Purchaser (i) is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of the certificate of incorporation and by-laws of Purchaser, (ii) is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) in any material respect of any term condition or provision of any Authorization or Contract to which it is a party, to which its business is subject or by which its properties or assets are bound, and to the Knowledge of Purchaser, there are no facts or circumstances which could form the basis for any such default or violation that would reasonably be expected to have a Material Adverse Effect on Purchaser, provided that this Section 4.11(b)(ii) shall not apply to any Research and Development Contracts of Purchaser, and (iii) is not, to the Knowledge of Purchaser, in material breach of, nor has it received notice of default or violation of, in any material respect of any term, condition or provision of any Research and Development Contract or that any customer under any Research and Development Contract is withholding or intends to withhold payment relating to any such Research and Development Contract. (c) Purchaser is in compliance in all respects including all reporting obligations with the Securities Act, the Securities Exchange Act, and the Xxxxxxxx-Xxxxx Act.

Compliance with Laws; No Defaults. (a) Purchaser is in compliance in all material respects with all Laws of any Governmental Authority applicable to its business or operations. Purchaser has not received any written or other notice or been charged with the violation of any Laws. To the Knowledge of Purchaser, Purchaser is not under investigation with respect to the violation of any Laws and, to the Knowledge of Purchaser, there are no facts or circumstances which could form the basis for any such violation that would reasonably be expected to have a Material Adverse Effect on Purchaser. Purchaser currently has all Authorizations which are required for the operation of the Purchaser's ’s business as presently conducted. (b) Purchaser (i) is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of the certificate of incorporation and by-laws of Purchaser, (ii) is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) in any material respect of any term condition or provision of any Authorization or Contract to which it is a party, to which its business is subject or by which its properties or assets are bound, and to the Knowledge of Purchaser, there are no facts or circumstances which could form the basis for any such default or violation that would reasonably be expected to have a Material Adverse Effect on Purchaser, provided that this Section 4.11(b)(ii) shall not apply to any Research and Development Contracts of Purchaser, and (iii) is not, to the Knowledge of Purchaser, in material breach of, nor has it received notice of default or violation of, in any material respect of any term, condition or provision of any Research and Development Contract or that any customer under any Research and Development Contract is withholding or intends to withhold payment relating to any such Research and Development Contract. (c) Purchaser is in compliance in all respects including all reporting obligations with the Securities Act, the Securities Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act.

Compliance with Laws; No Defaults. (a) Purchaser Seller is in compliance in all material respects with all Laws of any Governmental Authority applicable to its business or operationsthe Business. Purchaser Seller has not received any written or other notice or been charged with the violation of any Laws. To the Knowledge of PurchaserSeller, Purchaser Seller is not under investigation with respect to the violation of any Laws and, to the Knowledge of PurchaserSeller, there are no facts or circumstances which could form the basis for any such violation that would reasonably be expected to have a Material Adverse Effect on PurchaserSeller. Purchaser Schedule 3.11 contains a list of all Authorizations which are required for the operation of the Business as presently conducted and as presently intended to be conducted. Seller currently has all Authorizations which are required for the operation of the Purchaser's business Business as presently conducted. (b) Purchaser Seller (i) is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of the certificate articles of incorporation and by-laws of PurchaserSeller, (ii) is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) in any material respect of any term term, condition or provision of any Authorization or Contract to which it is a party, to which its business the Business is subject or by which its properties or assets are bound, and to the Knowledge of PurchaserSeller, there are no facts or circumstances which could form the basis for any such default or violation that would reasonably be expected to have a Material Adverse Effect on PurchaserSeller, provided that this Section 4.11(b)(ii3.11(b)(ii) shall not apply to any Seller contract for design, development or engineering services ("Research and Development Contracts of PurchaserContracts"), and (iii) is not, to the Knowledge of PurchaserSeller, in material breach of, nor has it received notice of default or violation of, of in any material respect of any term, condition or provision of any Research and Development Contract or that any customer under any Research and Development Contract is withholding or intends to withhold payment relating to any such Research and Development Contract. (c) Purchaser Seller is in compliance in all respects including all reporting obligations with the Securities Act, the Securities Exchange Act, and the Xxxxxxxx-Xxxxx Act.

Compliance with Laws; No Defaults. (a) Purchaser Seller is in compliance in all material respects with all Laws of any Governmental Authority applicable to its business or operationsthe Business. Purchaser Seller has not received any written or other notice or been charged with the violation of any Laws. To the Knowledge of PurchaserSeller, Purchaser Seller is not under investigation with respect to the violation of any Laws and, to the Knowledge of PurchaserSeller, there are no facts or circumstances which could form the basis for any such violation that would reasonably be expected to have a Material Adverse Effect on PurchaserSeller. Purchaser Schedule 3.11 contains a list of all Authorizations which are required for the operation of the Business as presently conducted and as presently intended to be conducted. Seller currently has all Authorizations which are required for the operation of the Purchaser's business Business as presently conducted. (b) Purchaser Seller (i) is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of the certificate articles of incorporation and by-laws of PurchaserSeller, (ii) is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) in any material respect of any term term, condition or provision of any Authorization or Contract to which it is a party, to which its business the Business is subject or by which its properties or assets are bound, and to the Knowledge of PurchaserSeller, there are no facts or circumstances which could form the basis for any such default or violation that would reasonably be expected to have a Material Adverse Effect on PurchaserSeller, provided that this Section 4.11(b)(ii3.11(b)(ii) shall not apply to any Seller contract for design, development or engineering services (“Research and Development Contracts of PurchaserContracts”), and (iii) is not, to the Knowledge of PurchaserSeller, in material breach of, nor has it received notice of default or violation of, of in any material respect of any term, condition or provision of any Research and Development Contract or that any customer under any Research and Development Contract is withholding or intends to withhold payment relating to any such Research and Development Contract. (c) Purchaser Seller is in compliance in all respects including all reporting obligations with the Securities Act, the Securities Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act.