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

Compliance with Laws; No Violations. (i) The Company has in effect and holds all Permits which are necessary for them to own, lease, and operate its assets and properties and to carry on its business as now conducted. All fees and charges with respect to such Permits as of the date hereof have been paid in full. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit and the Company does not have any Knowledge that (A) any of the Permits held by the Company that will not be renewable, if necessary, by the Surviving Corporation following the Post-Acquisition Merger Acquisition, or (B) any of such Permits will not otherwise be renewable, if necessary, in the ordinary course after the Acquisition Closing. The Company has not received any notification or communication from any Governmental Entity (including any state or local regulatory authorities) (A) asserting that the Company is not in compliance with any of the Laws, orders, judgments, writs, Injunctions, decrees, or Permits, or (ii) threatening to terminate, revoke, cancel, or reform any Permits. The Company has not entered into any Contract, memorandum of understanding, or other arrangement with any Governmental Entity as a condition to receiving or maintaining any Permit. (ii) The Company is not in conflict with or, in default under, or in violation of, (A) any of its Company Charter Documents, or (B) any Law, Permit, order, judgment, writ, Injunction, or decree applicable to the Company, or by which its assets or properties. To the Knowledge of the Company no investigation by any Governmental Entity with respect to the Company is pending or threatened.

Compliance with Laws; No Violations. Except for Taxes, which are governed by Section 4.13: (ia) The Company has in effect and holds each Company Subsidiary hold all Permits permits, licenses, variances, certificates, filings, franchises, notices, rights, and Consents, of and from all Governmental Entities (collectively, “Permits”) which are necessary for them to own, lease, and operate its their assets and properties and to lawfully carry on its their business as now conducted. All fees and charges with respect to such Permits , except as of the date hereof have been paid in full. No event has occurred thatwould not, with individually or without notice or lapse of time or both, would reasonably be expected to result in the revocationaggregate, suspension, lapse or limitation of any Permit and have a Material Adverse Effect on the Company. The Company does not have any Knowledge that (Ai) any of the Permits held by the Company that or any Company Subsidiary will not be renewable, if necessary, renewable by the Surviving Corporation following the Post-Acquisition Merger Acquisition, or (Bii) any of such Permits will not otherwise be renewable, if necessary, renewable in the ordinary course after the Acquisition Closing. The Effective Time. (b) Neither the Company nor any Company Subsidiary is in conflict with, or in default under, or in violation of (i) their respective articles or certificate of incorporation, as the case may be, bylaws, or comparable organizational documents, or (ii) except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, any Law, order, judgment, writ, Injunction, decree or material Permit applicable to the Company, a Company Subsidiary or by which the material assets or properties of the Company or any Company Subsidiary are bound or affected, and no claim is pending or, to the Knowledge of the Company, threatened with respect to such matters. (c) Since June 30, 2005, neither the Company nor any Company Subsidiary has not received any written or, to their Knowledge, oral notification or communication from any Governmental Entity Entity: (including any state or local regulatory authorities) (Ai) asserting that the Company or a Company Subsidiary is not in compliance compliance, in all material respects, with any of the Laws, orders, judgments, writs, Injunctions, decrees, decrees or Permitsmaterial Permit which such Governmental Entity enforces, or (ii) threatening to terminate, revoke, cancel, or reform any Permits. The Company has not entered into any Contract, memorandum of understanding, or other arrangement with any Governmental Entity as a condition to receiving or maintaining any material Permit. (ii) The Company is not in conflict with or, in default underany case, except as would not, individually or in violation ofthe aggregate, (A) any of its Company Charter Documents, or (B) any Law, Permit, order, judgment, writ, Injunction, or decree applicable to have a Material Adverse Effect on the Company, or by which its assets or properties. To the Knowledge of the Company no investigation by any Governmental Entity with respect to the Company is pending or threatened.

Compliance with Laws; No Violations. (ia) The Company and each Company Subsidiary has in effect and holds all Permits permits, licenses, variances, certificates, authorizations, filings, franchises, notices, rights, Consents, and approvals of and from all Governmental Entities (collectively, “Permits”) which are necessary for them to own, lease, and operate its assets and properties and to carry on its business their respective businesses as now conducted. All fees and charges with respect to such Permits as of the date hereof have been paid in full. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit and the Company does not have any Knowledge that (Ai) any of the Permits held by the Company that or any Company Subsidiary will not be renewable, if necessary, by the Surviving Corporation following the Post-Acquisition Merger AcquisitionMerger, or (Bii) any of such Permits will not otherwise be renewable, if necessary, in the ordinary course after the Acquisition Closing. The Effective Time. (b) Neither the Company nor any Company Subsidiary is in conflict with or, in default under, or in violation of, (i) their respective Charter Documents, or (ii) any Law, Permit, order, judgment, writ, Injunction, or decree applicable to the Company, any Company Subsidiary, or by which assets or properties the Company or any Company Subsidiary are bound or affected. (c) Neither the Company nor any Company Subsidiary has not received any notification or communication from any Governmental Entity (including any state or local regulatory authorities) (Ai) asserting that the Company or a Company Subsidiary is not in compliance with any of the Laws, orders, judgments, writs, Injunctions, decrees, or Permits, or (ii) threatening to threatening to terminate, revoke, cancel, or reform any Permits. The Except as set forth in Section 5.18(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has not entered into any Contract, memorandum of understanding, or other arrangement with any Governmental Entity as a condition to receiving or maintaining any Permit. (ii) The Company is not in conflict with or, in default under, or in violation of, (A) any of its Company Charter Documents, or (B) any Law, Permit, order, judgment, writ, Injunction, or decree applicable to the Company, or by which its assets or properties. To the Knowledge of the Company no investigation by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or threatened.

Compliance with Laws; No Violations. (ia) The Company has in effect and holds each of the Company’s Subsidiaries hold all Permits which are material permits, licenses, variances, certificates, filings, franchises, notices, rights, and Consents of and from all Governmental Authorities and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy (collectively, “Permits”) necessary for them to own, lease, own and operate its lease their respective assets and properties and to lawfully carry on its business their respective businesses as now conducted. All fees such material Permits are, and charges at each Closing will be, valid and in full force and effect, and the Company and each of the Company’s Subsidiaries is, and at each Closing each of them shall be, in substantial compliance with respect to all conditions and requirements of such Permits as and all rules and regulations relating thereto. Neither the Company nor any of the date hereof Company’s Subsidiaries has received any written claim or written notice nor has any Knowledge indicating that the Company or any of the Company’s Subsidiaries is currently not in compliance with the terms of any such Permits, except where the failure to be in compliance with the terms of any such Permits, have been paid not had and would not reasonably be expected to have, individually or in full. No event has occurred thatthe aggregate, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) Except as set forth in Section 3.12(b) of the Disclosure Schedule, neither the Company nor any of the Company’s Subsidiaries: (i) is in conflict with or violation of any provision of its Organizational Documents (each as amended and restated to date), (ii) is in conflict with or in violation or breach of, or in default under (with or without due notice or lapse of time or both) any loan or credit agreement, would reasonably be expected note, mortgage, indenture, deed of trust, lease, sublease, license, sublicense, agreement, contract, lease, Permit, concession, franchise, security interest, instrument of Indebtedness, plan or other instrument, or other Contract to result in the revocation, suspension, lapse or limitation of any Permit and which the Company does not have any Knowledge that (A) or any of the Permits held by the Company that will not be renewableCompany’s Subsidiaries, if necessaryits respective properties, by the Surviving Corporation following the Post-Acquisition Merger Acquisitionor to which its assets are subject, or (Biii) any of such Permits will not otherwise be renewable, if necessary, in the ordinary course after the Acquisition Closing. The Company has not received any notification or communication from any Governmental Entity (including any state or local regulatory authorities) (A) asserting that the Company is not in compliance with any of the Laws, orders, judgments, writs, Injunctions, decrees, or Permits, or (ii) threatening to terminate, revoke, cancel, or reform any Permits. The Company has not entered into any Contract, memorandum of understanding, or other arrangement with any Governmental Entity as a condition to receiving or maintaining any Permit. (ii) The Company is not in conflict with or, in default under, or in violation of, (A) any or default of its Company Charter Documents, or (B) any Law, Permit, order, judgment, writ, Injunction, or decree applicable to the Company, any of them or by which its the assets or properties. To properties of any of them are bound or affected, and no claim is pending or, to the Knowledge of the Company no investigation by any Governmental Entity Company, threatened with respect to such matters, other than, in the case of clause (ii) and (iii) above, any such items that, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on the Company is pending or threatenedand its Subsidiaries, taken as a whole.