Common use of Compliance with Legal Requirements; Governmental Authorizations Clause in Contracts

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.11: (i) Target is, and at all times since inception has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Target of, or a failure on the part of Target to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of Target to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) Target has not received, at any time since inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of Target to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.11 contains a complete and accurate list of each Governmental Authorization that is held by Target or that otherwise relates to the business of, or to any of the assets owned or used by, Target. Each Governmental Authorization listed or required to be listed in Schedule 3.11 is valid and in full force and effect. Except as set forth in Schedule 3.11: (i) Target is, and at all times since inception has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.11; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.11, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.11; (iii) Target has not received, at any time since inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.11 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.11 collectively constitute all of the Governmental Authorizations necessary to permit Target to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Target to own and use its assets in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.113.15: (ia) Target Seller is, and at all times since inception has been, in full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (iib) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (Ai) may constitute constitutes or will result in a violation by Target Seller of, or a failure on the part of Target Seller to comply with, any material Legal Requirement, Requirement or (Bii) may give gives rise to any obligation on the part of Target Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; (c) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (i) any actual or alleged violation of, or failure to comply with, any Legal Requirement or (ii) any actual or alleged obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (d) Schedule 3.15(d) contains a complete and accurate list of each Governmental Authorization that is held by Seller or that otherwise relates to Seller's business or the Assets. Each Governmental Authorization listed or required to be listed in Schedule 3.15(d) is valid and in full force and effect. Except as set forth in Schedule 3.15(d): (i) Seller is, and at all times has been, in full compliance with all of the material terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.15(d); (ii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) constitutes or will result directly or indirectly in a material violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.15(d) or (B) will result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.15(d); and (iii) Target Seller has not received, at any time since inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, actual or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of Target to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.11 contains a complete and accurate list of each Governmental Authorization that is held by Target or that otherwise relates to the business of, or to any of the assets owned or used by, Target. Each Governmental Authorization listed or required to be listed in Schedule 3.11 is valid and in full force and effect. Except as set forth in Schedule 3.11: (i) Target is, and at all times since inception has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.11; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.11, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.11; (iii) Target has not received, at any time since inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential alleged violation of or failure to comply with any material term or requirement of any Governmental Authorization, Authorization or (B) any actual, proposed, possible, actual or potential proposed revocation, withdrawal, suspension, cancellation, termination of, of or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.11 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.11 3.15(d) collectively constitute all of the Governmental Authorizations necessary to permit Target Seller to lawfully conduct and operate its business in the manner in which it currently conducts and operates such business and to permit the Target Seller to own and use its assets in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.11Section 3.15 of the Datalogic Disclosure Letter: (i) Target is, Datalogic is and at all times since inception has been, been in full compliance with each Legal Requirement that is or was applicable to it Datalogic or to the conduct or operation of its the business of Datalogic or the ownership or use of any of its assetsthe assets of Datalogic; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Target Datalogic of, or a failure on the part of Target Datalogic to comply with, any Legal Requirement, or (B) may give rise to result, in any obligation on the part of Target Datalogic to undertake, or to bear pay all or any portion of the cost of, any remedial action of any nature, including, but not limited to, pursuant to any Environmental, Health, and Safety Liability; and (iii) Target Datalogic has not received, at any time since inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of Target Datalogic to undertake, or to bear pay all or any portion of the cost of, any remedial action of any nature, including, but not limited to, pursuant to any Environmental, Health, and Safety Liability. (b) Schedule 3.11 contains Section 3.15 of the Datalogic Disclosure Letter specifies a complete and accurate list of each Governmental Authorization that is held by Target Datalogic or that otherwise relates to the business of, or to any of the assets owned or used by, TargetDatalogic. Each Governmental Authorization listed specified or required to be listed specified in Schedule 3.11 Section 3.15 of the Datalogic Disclosure Letter is valid and in full force and effect. Except as set forth in Schedule 3.11Section 3.15 of the Datalogic Disclosure Letter: (i) Target is, Datalogic is and at all times since inception has been, been in full and complete compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.11Section 3.15 of the Datalogic Disclosure Letter; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result result, directly or indirectly indirectly, in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed specified or required to be listed specified in Schedule 3.11Section 3.15 of the Datalogic Disclosure Letter, or (B) result result, directly or indirectly indirectly, in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed specified or required to be listed specified in Schedule 3.11Section 3.15 of the Datalogic Disclosure Letter; (iii) Target Datalogic has not received, at any time since inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed specified or required to be listed specified in Schedule 3.11 Section 3.15 of the Datalogic Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed specified in Schedule 3.11 collectively Section 3.15 of the Datalogic Disclosure Letter, collectively, constitute all of the Governmental Authorizations necessary to permit Target Datalogic to lawfully conduct and operate its business lawfully in the manner it Datalogic currently conducts and operates such business and to permit the Target Datalogic to own and use its assets in the manner in which it Datalogic currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.11: 3.13(a) and other than those Legal Requirements that are governed by Section 3.7: (i) Target is, and at all times since inception has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; assets except where the failure to be in compliance could not have a Material Adverse Effect; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Target of, or a failure on the part of Target to comply with, any Legal Requirement, Requirement or (B) may give rise to any obligation on the part of Target to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, except where such event or circumstance could not have a Material Adverse Effect; and and (iii) Target has not received, at any time since inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding regarding, (A) any actual, alleged, possible, alleged or potential violation by Target of, or failure on the part of Target to comply with, any Legal Requirement, Requirement or (B) any actual, alleged, possible, alleged or potential obligation on the part of Target to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.11 3.13(b) contains a complete and accurate list of each Governmental Authorization that is held by Target related to the Assets or that otherwise relates to is held by a Person other than Target that is required in connection with the business of, or to any present and contemplated operation of the assets owned or used by, TargetAssets. Each Governmental Authorization listed or required to be listed in Schedule 3.11 3.13(b) is valid and in full force and effect. Except as set forth in Schedule 3.11: 3.13(b): (i) Target is, and at all times since inception has been, been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.11; 3.13(b) except where the failure to be in compliance would not reasonably by expected to have a Material Adverse Effect; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of Target or a failure on the part of Target to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.11, 3.13(b) or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.11; 3.13(b) except where such event or circumstance could not have a Material Adverse Effect; and (iii) Target has not received, at any time since inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, possible or potential violation by Target of or failure on the part of Target to comply with any term or requirement of any Governmental Authorization, Authorization or (B) any actual, proposed, possible, possible or potential revocation, withdrawal, suspension, cancellation, termination of, of or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.11 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.11 collectively constitute all of the Governmental Authorizations necessary to permit Target to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Target to own and use its assets in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in on Schedule 3.113.11(a) or for failures or violations that would not reasonably be likely to have a Material Adverse Effect: (i) Target Each Gift Entity is, and at all times since inception January 1, 2006, has been, in full compliance with each material Legal Requirement that is or was applicable to it or to in the conduct or operation of its business the Gift Business or the ownership or use of any of its assets;the assets owned by it and used in the operation of the Gift Business; and (ii) no event No Gift Entity has occurred received, at any time since January 1, 2006, any written notice from any Governmental Body or circumstance exists that (with or without notice or lapse of time) any other Person regarding (A) may constitute any actual, alleged, possible or result in a potential violation by Target of, or a failure on the part of Target to comply with, any material Legal Requirement, or (B) may give rise to any actual, alleged, possible or potential obligation on the part of Target any Person to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) Target , in each case with respect to the conduct of the Gift Business, the subject of which notice has not received, at any time since inception, any notice been resolved as required thereby or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure otherwise to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of Target to undertake, or to bear all or any portion satisfaction of the cost of, any remedial action of any natureparty sending such notice. (b) Schedule 3.11 3.11(b) contains a complete and accurate list of each material Governmental Authorization that is held by Target or any Gift Entity that otherwise relates to the business of, or to any of the assets owned or used by, TargetGift Business as it is currently conducted (indicating by whom it is held). Each Governmental Authorization Authorization, whether or not transferable to Buyer, listed or required to be listed in on Schedule 3.11 3.11(b) is valid and in full force and effect. Except as set forth in on Schedule 3.11:3.11(b): (i) Target is, and at all times since inception has been, Each applicable Gift Entity is in full substantial compliance with all of the material terms and requirements of each Governmental Authorization identified or required to be identified in on Schedule 3.113.11(b) to which it is a party; (ii) To the Knowledge of the Seller, no event has occurred or circumstance exists that may is likely to (with or without notice or lapse of time) ): (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in on Schedule 3.113.11(b), or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in on Schedule 3.113.11(b); (iii) Target Neither the Seller nor any other Gift Entity party thereto has not received, at any time since inceptionJanuary 1, 2006, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding regarding: (A) any actual, alleged, possible, possible or potential violation of or failure to comply with any material term or requirement of any Governmental AuthorizationAuthorization identified or required to be identified on Schedule 3.11(b), or (B) any actual, proposed, possible, possible or potential revocation, withdrawal, suspension, cancellation, termination of, of or modification to any such Governmental Authorization, the subject of which notice has not been resolved as required thereby or otherwise to the satisfaction of the party sending such notice; and (iv) all All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in on Schedule 3.11 3.11(b) have been duly filed on a timely basis by the applicable Gift Entity with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis by the applicable Gift Entity with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.11 collectively constitute all of the Governmental Authorizations necessary to permit Target to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Target to own and use its assets in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.113.12: (i) Target the Company is, and at all times since inception January 1, 2000 has been, in full compliance with each Legal Requirement Law that is or was applicable to it or to the conduct or operation of its business the Business or the ownership or use of any of its assetsthe Purchased Assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of timetime or both) (A) may constitute or result in a violation by Target the Company of, or a failure on the part of Target the Company to comply with, any Legal RequirementLaw, or (B) may give rise to any obligation on the part of Target the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) Target neither the Company nor Stockholder has not received, at any time since inceptionJanuary 1, 2000, any written or other notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, possible or potential violation of, or failure to comply with, any Legal RequirementLaw, or (B) any actual, alleged, possible, possible or potential obligation on the part of Target the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.11 3.12 contains a complete and accurate list of each Governmental Authorization that is held by Target or the Company that otherwise relates to the business of, Business or to any of the assets owned or used by, TargetPurchased Assets. Each Governmental Authorization listed or required to be listed in Schedule 3.11 3.12 is valid and in full force and effect. Except as set forth in Schedule 3.113.12: (i) Target the Company is, and at all times since inception January 1, 2000, has been, in full compliance with all of the material terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.113.12; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of timetime or both) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.113.12, or (B) result result, directly or indirectly indirectly, in the revocation, withdrawal, suspension, cancellation, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.113.12; (iii) Target the Company has not received, at any time since inceptionJanuary 1, 2000, any written or, to the knowledge of the Company, other notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, possible or potential revocation, withdrawal, suspension, cancellation, termination of, of or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.11 3.12 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other material filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.11 3.12 collectively constitute all of the Governmental Authorizations necessary to permit Target the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Target to own and use its assets Business in the manner in which it is currently owns conducted and uses to permit the Company to own and use the Purchased Assets in the manner in which such assetsassets are currently owned and used.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.11:3.12(a): (i) Target is, and at all times since inception The Company has been, in full compliance complied with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business the Business of the Company or the ownership or use of any of its assetsthe Acquired Assets or Assumed Liabilities; (ii) no No event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Target the Company of, or a failure on the part of Target the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of Target to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) Target The Company has not received, at any time since inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of Target to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.11 3.12(b) contains a complete and accurate list of each Governmental Authorization that is held by Target the Company or that otherwise relates to the business Business of, or to any of the assets Acquired Assets or Assumed Liabilities owned or used by, Targetthe Company or that is necessary for the conduct of the Business by the Company. Each Governmental Authorization listed or required to be listed in Schedule 3.11 3.12(b) is valid and in full force and effect. Except as set forth in Schedule 3.11:3.12(b): (i) Target is, and at all times since inception The Company has been, in full compliance complied with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.113.12(b); (ii) no No event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.11, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.113.12(b); (iii) Target The Company has not received, at any time since inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.11 3.12 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.11 collectively constitute all of the Governmental Authorizations necessary to permit Target to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Target to own and use its assets in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.11:3.17(a): (i) Target Seller is, and at all times since inception times, has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Target Seller of, or a failure on the part of Target Seller to comply with, any Legal Requirement, Requirement or (B) may give rise to any obligation on the part of Target Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) Target Seller has not received, at any time since inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, possible or potential violation of, or failure to comply with, any Legal Requirement, Requirement or (B) any actual, alleged, possible, possible or potential obligation on the part of Target Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.11 3.17(b) contains a complete and accurate list of each Governmental Authorization that is held by Target Seller or that otherwise relates to Seller’s business or the business of, or to any of the assets owned or used by, TargetAssets. Each Governmental Authorization listed or required to be listed in Schedule 3.11 3.17(b) is valid and in full force and effect. Except as set forth in Schedule 3.11:3.17(b): (i) Target Seller is, and at all times since inception has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.113.17(b); (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.11, 3.17(b) or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.11; (iii) Target has not received, at any time since inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization3.17(b); and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.11 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.11 3.17(b) collectively constitute all of the Governmental Authorizations necessary to permit Target Seller to lawfully conduct and operate its business in the manner in which it currently conducts and operates such business and to permit the Target Seller to own and use its assets in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.11:3.17(a): (i) Target isTo Interim's Knowledge, Interim has been and at all times since inception has been, is in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business the Business or the ownership or use of any of its assetsthe Interim Assets; (ii) To Interim's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Target Interim of, or a failure on the part of Target Interim to comply with, any Legal Requirement, Requirement or (B) may give rise to any obligation on the part of Target Interim to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) Target Interim has not received, at any time since inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, possible or potential violation of, or failure to comply with, any Legal Requirement, Requirement or (B) any actual, alleged, possible, possible or potential obligation on the part of Target Interim to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.11 3.17(b) contains a complete and accurate list of each Governmental Authorization that is held by Target Interim or that otherwise relates to the business of, Business or to any of the assets owned or used by, TargetInterim Assets. Each Governmental Authorization listed or required to be listed in Schedule 3.11 3.17(b) is valid and in full force and effect. Except as set forth in Schedule 3.11: (i) Target isTo Interim's Knowledge, and at all times since inception has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.11; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.11, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.11; (iii) Target has not received, at any time since inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.11 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.11 3.17(b) collectively constitute all of the Governmental Authorizations necessary to permit Target Interim to lawfully conduct and operate its business in the manner it currently conducts and operates such business Business and to permit the Target Interim to own and use its assets the Interim Assets in the manner in which it currently owns and uses such assetsthe Interim Assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.11:3.13(a): (i) Target the Company is, and at all times since inception its formation has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Target the Company of, or a failure on the part of Target the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of Target the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) Target the Company has not received, at any time since inception, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of Target the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.11 3.13 contains a complete and accurate list of each Governmental Authorization that is held by Target the Company or that otherwise relates to the business of, or to any of the assets owned or used by, Targetthe Company. Each Governmental Authorization listed or required to be listed in Schedule 3.11 3.13 is valid and in full force and effect. Except as set forth in Schedule 3.11:3.13(b): (i) Target the Company is, and at all times since inception its formation has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.11Authorization; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.11Authorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.11;Authorization; and (iii) Target the Company has not received, at any time since inception, its formation any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any currently effective Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.11 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.11 3.13(b) collectively constitute all of the Governmental Authorizations necessary to permit Target the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Target Company to own and use its assets in the manner in which it currently owns and uses such assets.