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

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of the Acquired Companies has been and is 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; (b) 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 any Acquired Company of, or a failure on the part of any Acquired Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (c) None of the Acquired Companies has 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 any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Each Governmental Authorization held or required to be held by each Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, each Acquired Company is valid and in full force and effect. (e) Each Acquired Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, it; (f) 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 held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it; (g) None of the Acquired Companies has 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 (h) All applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of the Acquired Companies The Company has been and is 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; (b) 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 any Acquired the Company of, or a failure on the part of any Acquired the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (c) None of the Acquired Companies The Company has not 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 any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Each Governmental Authorization held or required to be held by each Acquired the Company or that otherwise relates to the business of, or to any of the assets owned or used by, each Acquired the Company is valid and in full force and effect. (e) Each Acquired The Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, it; (f) 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 held or required to be held by any Acquired the Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired the Company or that otherwise relates to the business of, or to any of the assets owned or used by, it; (g) None of the Acquired Companies The Company has not 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 (h) All applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each Acquired The Company has been granted all of the Governmental Authorizations necessary to permit such Acquired the Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired the Company to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of the Acquired Companies Company has been and is 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; (b) 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 any Acquired Company of, or a failure on the part of any Acquired Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (c) None of the No Acquired Companies Company has 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 any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Each Governmental Authorization held or required to be held by each any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, each any Acquired Company is valid and in full force and effect. (e) Each Acquired Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, it; (f) 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 held or required to be held by any an Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any an Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it; (g) None of the No Acquired Companies Company has 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 (h) All applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each The Acquired Company has Companies have been granted all of the Governmental Authorizations necessary to permit such the Acquired Company Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such the Acquired Company Companies to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each Except as set forth in Schedule 3.18 of the Acquired Companies Disclosure Letter: (i) the Company has been and received no notice that it is not in full material 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, except where the failure so to comply would not have a Material Adverse Effect; (bii) No to the Knowledge of Seller or the Company, 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 any Acquired the Company of, or a failure on the part of any Acquired the Company to comply with, any Legal RequirementRequirement 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, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any Acquired portion of the cost of, any remedial action of any nature, except to the extent any of the foregoing would not have a Material Adverse Effect; (iii) the Company has not received, at any time since January 1, 2000, any written notice or other written communication or, to the Knowledge of Seller, any oral notice or communication, from any Governmental Body regarding (A) any actual, alleged or Threatened violation of, or failure to comply with, any 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, except where the failure so to comply would not have a Material Adverse Effect, or (B) any actual, alleged or Threatened obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (civ) None of the Acquired Companies has 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 any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Each Governmental Authorization held or required to be held by each Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, each Acquired Company is valid and in full force and effect. (e) Each Acquired Company has been obtained and is in full compliance with possession of all material Governmental Authorizations required for the operation of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business ofCompany's business, or to any of the assets owned or used by, it; (f) 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 except where such failure would not have a violation of or a failure to comply with any term or requirement of any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it; (g) None of the Acquired Companies has 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 (h) All applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assetsMaterial Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of the Acquired Companies has been and As follows: (i) The Company is 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; (bii) 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 any Acquired the Company of, or a failure on the part of any Acquired the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (ciii) None of the Acquired Companies Company has received, not 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 any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Each Governmental Authorization held or required to be held by each Acquired Company or that otherwise relates to To the business of, or to any best of the Company’s or the Company Shareholder’s Knowledge, all Governmental Authorizations necessary to carry on the Company’s business in its present form and to permit the Company to own and use its assets owned or used by, each Acquired Company is in the manner in which it currently owns and uses such assets are valid and in full force and effect.. To the best of the Company’s or the Company Shareholder’s Knowledge: (ei) Each Acquired the Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, itAuthorization; (fii) 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 held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itAuthorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itAuthorization; (giii) None of the Acquired Companies Company has received, not 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 (hiv) All all applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of the The Acquired Companies has been Corporations are, and is at all times since January 1, 2002 have been, in full material compliance with each Legal Requirement that is or was applicable to it any of them or to the conduct or operation of its their business or the ownership or use of any of its their assets; (b) . No event has occurred or circumstance exists that (with or without notice or lapse of timetime or both) (Aa) may constitute or result in a material violation by any of the Acquired Company Corporations of, or a substantial failure on the part of any of the Acquired Company Corporations to comply with, any Legal Requirement, or (Bb) may give rise to any obligation on the part of any of the Acquired Company Corporations to undertake, or to bear all or any portion of the cost of, any substantial remedial action of any nature; and (c) . None of the Acquired Companies Corporations has received, at any time since January 1, 2002, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (Ay) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (Bz) any actual, alleged, possible, or potential obligation on the part of any of the Acquired Company Corporations to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.nature except, in either such case, for any such violations, failures, or obligations which could not reasonably be expected to have a Company Material Adverse Effect. Without limiting the foregoing, except as could not reasonably be expected to have a Company Material Adverse Effect: (a) the Company has obtained all export licenses and other approvals required for its exports of products, software and technologies from the United States; (b) the Company is in compliance with the terms of all applicable export licenses or other approvals; (c) there are no pending or, to the Knowledge of the Company, threatened claims against the Company with respect to such export licenses or other approvals; (d) Each Governmental Authorization held there are no actions, conditions or required to be held by each Acquired Company or that otherwise relates circumstances pertaining to the business of, or Company’s export transactions that may give rise to any of the assets owned or used by, each Acquired Company is valid and in full force and effect.future claims; and (e) Each Acquired Company has been and is in full compliance with all no consents or approvals for the transfer of the terms and requirements of each Governmental Authorization held or required export licenses to be held by it or that otherwise relates to the business ofParent are required, or to any of the assets owned or used by, it; (f) No event has occurred or circumstance exists that may (with or such consents and approvals can be obtained 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 held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it; (g) None of the Acquired Companies has 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 (h) All applications required to have been filed for the renewal of the Governmental Authorizations referred to above have been duly filed on a timely basis with the appropriate Governmental Bodies, material cost 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. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assetswithout undue delay.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each Except as set forth in Section 3.15(a) of the Acquired Companies Company Disclosure Schedule: (i) the Company is, and at all times in the past has been and is 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, including all applicable International Trade Laws, economic sanctions and regulations and laws relating to money laundering, currency transfers or other regulations concerning the transfer of monetary instruments; (bii) No to the Knowledge of the Company, 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 any Acquired the Company of, or a failure on the part of any Acquired the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (ciii) None of the Acquired Companies Company has not received, at any time in the past three (3) years, 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 any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Each Section 3.15(b) of the Company Disclosure Schedule contains a true, complete and accurate list of each Governmental Authorization held or required to be that is held by each Acquired the Company or that otherwise relates to the business of, or to any of the assets owned or used by, each Acquired the Company. Each Governmental Authorization listed in Section 3.15(b) of the Company Disclosure Schedule is valid and in full force and effect.: (ei) Each Acquired the Company is, and at all times in the past (5) years has been and is been, in full compliance with all of the terms and requirements of each Governmental Authorization held identified or required to be held by it or that otherwise relates to the business of, or to any identified in Section 3.15(b) of the assets owned or used by, itCompany Disclosure Schedule; (fii) No to the Knowledge of the Company, 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 held listed or required to be held by any Acquired Company or that otherwise relates to the business of, or to any listed in Section 3.15(b) of the assets owned or used by, itCompany Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held listed or required to be held by any Acquired Company or that otherwise relates to the business of, or to any listed in Section 3.15(b) of the assets owned or used by, itCompany Disclosure Schedule; (giii) None of the Acquired Companies Company has not received, at any time in the past (5) years, 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 (hiv) All all applications required to have been filed for the renewal of the Governmental Authorizations referred listed or required to above be listed in Section 3.15(b) of the Company Disclosure Schedule 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. Each Acquired The Governmental Authorizations listed in Section 3.15(b) of the Company has been granted Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit such Acquired the Company to lawfully conduct and operate their its businesses in the manner they it currently conduct conducts and operate operates such businesses and to permit such Acquired the Company to own and use their its assets in the manner in which they it currently own owns and use uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of the Acquired Companies Transferor is, and has been and is at all times been, in full compliance in all material respects 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; (b) . No event has occurred occurred, and no condition or circumstance exists exists, that would reasonably be expected to (with or without notice or lapse of time) (A) may constitute or result directly or indirectly in a violation by any Acquired Company Transferor of, or a failure on the part of any Acquired Company Transferor to comply with, any Legal Requirement. Transferor has not received, or (B) may give rise to at any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (c) None of the Acquired Companies has receivedtime, any notice or other communication (whether oral in writing or writtenotherwise) 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, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Each The Governmental Authorization held or required to be Authorizations held by each Acquired Company or that otherwise relates to the business ofTransferor are valid, or to any of the assets owned or used by, each Acquired Company is valid and in full force and effect. (e) Each Acquired Company effect and constitute all of the Governmental Authorizations necessary to enable Transferor to conduct its business in the manner in which such business is currently being conducted. Transferor is and has at all times been and is in full compliance in all material respects with all of the terms and requirements of each such Governmental Authorization held or required to be held by it or that otherwise relates to the business ofAuthorization, or to any of the assets owned or used by, it; (f) No and no event has occurred or circumstance exists that may would reasonably be expected 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 held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it; (g) None of the Acquired Companies has 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 such Governmental Authorization, or result in the termination or modification of any such Governmental Authorization. (Bc) Transferor is, and has at all times been, in compliance in all material respects with all Legal Requirements relating to the export, re-export, import and transfer of products, commodities, services and technology from the jurisdiction of one Governmental Body to another. (d) Neither Transferor, and (to the Knowledge of Transferor) no director, officer, agent or employee of Transferor, has (a) used any actualfunds for unlawful contributions, proposedgifts, possibleentertainment or other unlawful expenses relating to political activity, (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of any anti-corruption law, including the Foreign Corrupt Practices Act of 1977, as amended, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to (c) made any Governmental Authorization; and (h) All applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assetsunlawful payment.

Compliance with Legal Requirements; Governmental Authorizations. 3.13.1 Except as set forth in Disclosure Schedule 3.13.1: (ai) Each of the Acquired Companies has been and Company is in full compliance with each Legal Requirement and Governmental Authorization that is applicable to it or was to the conduct or operation of its business or the ownership or use of any of its assets, and has no liability as to any prior failure to be in compliance with each Legal Requirement and Governmental Authorization then applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (bii) 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 any Acquired the Company of, or a failure on the part of any Acquired the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and; (ciii) None of the Acquired Companies Company has received, not 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 any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.; (div) Each Disclosure Schedule 3.13.1 contains a complete and accurate list of each Governmental Authorization held or required to be that is held by each Acquired the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company, each Acquired Company of which is valid and in full force and effect. (e) Each Acquired Company has been and is . Except as set forth in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, it; (f) 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 held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it; (g) None of the Acquired Companies has 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 AuthorizationDisclosure Schedule 3.13.1; and (hv) All applications required to have been filed for the renewal of the The Governmental Authorizations referred to above 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. Each Acquired Company has been granted listed in Disclosure Schedule 3.13.1 collectively constitute all of the Governmental Authorizations necessary to permit such Acquired the Company to lawfully conduct and operate their its businesses on and prior to the Closing Date in the manner they currently conduct it has conducted and operate operated such businesses and to permit such Acquired the Company to own and use their its assets in the manner in which they currently own it has owned and use used such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of Except as set forth in Schedule 5.8: (i) the Acquired Companies Seller is, and at all times since January 1, 1997 has been and is been, in full all material respects, in 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; (bii) No to the Knowledge of the Shareholders, 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 any Acquired Company the Seller of, or a failure on the part of any Acquired Company the Seller to comply with, any Legal Requirement, Requirement or (B) may give rise to any obligation on the part of any Acquired Company the Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (ciii) None the Seller has not received, at any time since January 1, 1997, any written or, to the Knowledge of the Acquired Companies has receivedShareholders, any 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 Requirement, Requirement or (B) any actual, alleged, possible, possible or potential obligation on the part of any Acquired Company of the Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Each Schedule 5.8 contains a complete and accurate list of each material Governmental Authorization held or required to be that is held by each Acquired Company the Seller or that otherwise relates to the business of, or to any of the assets owned or used by, each Acquired Company the Seller. Each Governmental Authorization is valid and in full force and effect.. Except as set forth in Schedule 5.8: (ei) Each Acquired Company the Seller is, and at all times since January 1, 1997, has been and is been, in all material respects, in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, itAuthorization; (fii) No to the Knowledge of the Shareholders, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute constitutes or result results directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result results directly or indirectly in the revocation, withdrawal, suspension, cancellation, cancellation or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itAuthorization; (giii) None the Seller has not received, at any time since January 1, 1997, any written or, to the Knowledge of the Acquired Companies has receivedShareholders, any 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, Authorization or (B) any actual, proposed, possible, possible or potential revocation, withdrawal, suspension, cancellation, termination of, of or modification to any Governmental Authorization; and (hiv) All all material applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each Acquired Company has been granted The Governmental Authorizations listed in Schedule 5.8 collectively constitute all of the material Governmental Authorizations necessary to permit such Acquired Company the Seller to lawfully conduct and operate their businesses its business in the manner they it currently conduct conducts and operate operates such businesses business and to permit such Acquired Company the Seller to own and use their its assets in the manner in which they it currently own owns and use uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of With respect to the Acquired Companies Special Partnership : (i) the Special Partnership is, and at all times has been and is 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; (bii) 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 any Acquired Company the Special Partnership of, or a failure on the part of any Acquired Company the Special Partnership to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company the Special Partnership to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (ciii) None of the Acquired Companies Special Partnership has not received, at any time, 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 any Acquired Company the Special Partnership to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Each The Governmental Authorization held or required to be held by each Acquired Company or that otherwise relates to the business of, or to any Authorizations of the assets owned or used by, each Acquired Company is Special Partnership are valid and in full force and effect.effect and: (ei) Each Acquired Company the Special Partnership is, and at all times has been and is been, in full compliance with all of the terms and requirements of each its Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, itAuthorizations; (fii) 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 held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itAuthorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itAuthorization; (giii) None of the Acquired Companies Special Partnership has not received, at any time, 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 (hiv) All all applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each Acquired Company has been granted The Governmental Authorizations possessed by the Special Partnership constitute all of the Governmental Authorizations necessary to permit such Acquired Company the Special Partnership to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company the Special Partnership to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of the Acquired Companies has been and Company is in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its the business of the Acquired Companies or the ownership or use of any of its assetsproperty and assets by the Acquired Companies; (b) No event has occurred or circumstance exists at the Effective Date that (with or without notice or lapse of time) (Ai) may constitute or result in a violation by any Acquired Company of, or a failure on the part of any Acquired Company to comply with, any Legal Requirement, or (Bii) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (c) None of the No Acquired Companies Company has received, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (Ai) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (Bii) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any naturenature for a violation of a Legal Requirement. (d) Each Governmental Authorization held or required to be held by each Acquired Company or that otherwise relates to the business ofThere are no approvals, or to any of the assets owned or used byconsents, each Acquired Company is valid and in full force and effect. (e) Each Acquired Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business oflicenses, or to any of the assets owned or used bypermits, it; (f) 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 held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it; (g) None of the Acquired Companies has received, any notice waivers or other communication (whether oral or written) from authorizations by 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 pursuant to any Governmental Authorization; and (h) All applications Legal Requirements required to have been filed for the renewal of Acquired Companies to conduct the Governmental Authorizations referred business as conducted by the Acquired Companies prior to above have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required Closing that were not obtained prior to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assetsClosing.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of The Company and the Acquired Companies has been Subsidiaries are, and is at all times since their organization have been, in full compliance with each Legal Requirement legal requirement that is are or was were applicable to it them or to the conduct or operation of its business their businesses or the ownership or use of any of its their assets;. (b) No event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by any Acquired the Company ofor the Subsidiaries, or a material failure on the part of any Acquired the Company or the Subsidiaries, to comply with, any Legal Requirementlegal requirement, or (B) may give rise to any material obligation on the part of any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (c) None of the Acquired Companies has 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 any Acquired Company Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (c) The Company and the Subsidiaries have not received any written notice or other communication from any governmental body regarding any material, actual, alleged, possible, or potential violation of, or failure to comply with, any legal requirement which would have a material adverse effect on them. (d) Each Governmental Authorization held Seller has provided a complete and accurate list of each governmental authorization or required to be permit that is held by each Acquired the Company and the Subsidiaries or that otherwise relates to the business of, their businesses or to any of the assets owned or used by, each Acquired Company is valid and in full force and effecttheir assets. (e) Each Acquired The Company has and the Subsidiaries are, and at all times since their organization, have been and is in full material compliance with all of the terms and requirements of each Governmental Authorization held governmental authorization or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, it;permit identified. (f) No event has occurred or circumstance exists that may (with or without notice or lapse of time) (Ai) constitute or result directly or indirectly in a material violation of or a failure to comply with any term or requirement of any Governmental Authorization held governmental authorization or permit listed or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itlisted, or (Bii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held governmental authorization or permit listed or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it;listed. (g) None of The Company and the Acquired Companies has Subsidiaries have not received, at any time since its organization, any notice or other communication (whether oral or written) from any Governmental Body governmental body or any other Person person regarding (A) any material actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, governmental authorization or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; andpermit. (h) All applications required to have been filed for the renewal of the Governmental Authorizations referred governmental authorizations or permits listed or required to above be listed and have been duly filed on a timely basis with the appropriate Governmental Bodiesgovernmental bodies, and all other filings required to have been made with respect to such Governmental Authorizations governmental authorizations or permits have been duly made on a timely basis with the appropriate Governmental Bodiesgovernmental bodies. Each Acquired Company has been granted The governmental authorizations and permits collectively constitute all of the Governmental Authorizations governmental authorizations necessary to permit such Acquired the Company to lawfully conduct and operate their its businesses in the manner that they currently conduct and operate such businesses and to permit such Acquired the Company and the Subsidiaries to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of the Acquired Companies CCB is and has been and is 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; (b) 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 any Acquired Company CCB of, or a failure on the part of any Acquired Company CCB to comply with, any Legal Requirement, or (B) may give rise to result in any obligation on the part of any Acquired Company CCB to undertake, or to bear pay all or any portion of the cost of, any remedial action of any nature, including pursuant to any Environmental, Health, and Safety Liability; and (c) None of the Acquired Companies CCB has received, not 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 any Acquired Company CCB to undertake, or to bear pay all or any portion of the cost of, any remedial action of any nature, including pursuant to any Environmental, Health, and Safety Liability. (d) Each Governmental Authorization held or required to be held by each Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, each Acquired Company CCB is valid and in full force and effect. (e) Each Acquired Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, it;Authorization (fe) 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 such Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itAuthorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it;Authorization. (gf) None of the Acquired Companies CCB has received, not 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. (hg) All all applications required to have been filed for the renewal of the such Governmental Authorizations referred to above 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. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.13(a): (i) Each of the Acquired Companies is, and at all times since the date of the Audited Balance Sheet, has been and is 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 each respective Business of the Companies or the ownership or use of any of its assetstheir respective Assets; (bii) 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 any Acquired Company either of the Companies of, or a failure on the part of any Acquired Company either of the Companies to comply with, any material Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (ciii) None Neither of the Acquired Companies has received, at any time since the date of the Audited Balance Sheet, 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 any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Each Schedule 3.13(b) contains a complete and accurate list of each material Governmental Authorization held or required to be that is held by each Acquired Company either of the Companies or that otherwise relates to the business Business of, or to any of the assets Assets owned or used by, either of the Companies or that is necessary for the conduct of the Business by each Acquired Company of the respective Companies. Each Governmental Authorization listed or required to be listed in Schedule 3.13(b) is valid and in full force and effect.. Except as set forth in Schedule 3.13(b): (ei) Each Acquired Company of the Companies is, and at all times since the date of the Audited Balance Sheet, has been and is been, in full material compliance with all of the terms and requirements of each Governmental Authorization held identified or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, itidentified in Schedule 3.13(b); (fii) 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 material violation of or a failure to comply with any term or requirement of any Governmental Authorization held listed or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly listed in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itSchedule 3.13(b); (giii) None Neither of the Acquired Companies has received, at any time since the date of the Audited Balance Sheet, 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 (hiv) All all applications required to have been filed for the renewal of the Governmental Authorizations referred listed or required to above be listed in Schedule 3.13 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. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of the Acquired Companies The Company is, and has been and is at all times been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it or it, to the conduct or operation of its business or to the ownership or use of any of its assets; (b) No . To the Knowledge of the Company, no event has occurred or circumstance exists that could reasonably be expected to (with or without notice or lapse of time) (A) may constitute or result directly or indirectly in a violation by any Acquired the Company of, or a failure on the part of any Acquired the Company to comply with, any Legal Requirement. The Company has never received, or (B) may give rise to at any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (c) None of the Acquired Companies has receivedtime, any notice or other communication (whether oral in writing or writtenotherwise) 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, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Each The Governmental Authorization held or required to be Authorizations held by each Acquired the Company or that otherwise relates to the business ofare valid, or to any of the assets owned or used by, each Acquired Company is valid and in full force and effect. (e) Each Acquired effect and constitute all of the Governmental Authorizations necessary to enable the Company to conduct its business in the manner in which such business is currently being conducted and as it is presently contemplated to be conducted. The Company is and has at all times been and is in full compliance in all material respects with all of the terms and requirements of each such Governmental Authorization held or required to be held by it or that otherwise relates to the business ofAuthorization, or to any of the assets owned or used by, it; (f) No and no event has occurred or circumstance exists that may could reasonably be expected 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 held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it; (g) None of the Acquired Companies has 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 such Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, result in the termination of, or modification to of any such Governmental Authorization; and. (hc) All applications required to have been filed for the renewal of the Governmental Authorizations referred to above have been duly filed on a timely basis with the appropriate Governmental BodiesThe Company is, and has at all other filings required times been, in compliance in all material respects with all Legal Requirements relating to have been made with respect the export, re-export, import and transfer of products, commodities, services and technology from the jurisdiction of one Governmental Body to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assetsanother.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of the Acquired Companies Buyer is and has been and is 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;. (b) 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 any Acquired Company Buyer of, or a failure on the part of any Acquired Company Buyer to comply with, any Legal Requirement, or (B) may give rise to result in any obligation on the part of any Acquired Company Buyer to undertake, or to bear pay all or any portion of the cost of, any remedial action of any nature; and, including pursuant to any Environmental, Health, and Safety Liability. (c) None of the Acquired Companies Buyer has received, not 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 any Acquired Company Buyer to undertake, or to bear pay all or any portion of the cost of, any remedial action of any nature, including pursuant to any Environmental, Health, and Safety Liability. (d) Each Governmental Authorization held or required to be held by each Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, each Acquired Company Buyer is valid and in full force and effect. (e) Each Acquired Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, it;Authorization. (fe) 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 held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itAuthorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it;Authorization. (gf) None of the Acquired Companies Buyer has received, not 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. (hg) All applications required to have been filed for the renewal of the such Governmental Authorizations referred to above 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. Each Acquired Company has been granted . (h) Such Governmental Authorizations, collectively, constitute all of the Governmental Authorizations necessary to permit such Acquired Company Buyer to lawfully conduct and operate their businesses its business lawfully in the manner they it currently conduct conducts and operate operates such businesses business and to permit such Acquired Company Buyer to own and use their its assets in the manner in which they it currently own owns and use uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each Except as set forth in Part 3.14 of the Acquired Companies has been and Company Disclosure Schedule: (i) the Company is 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; (bii) 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 any Acquired the Company of, or a failure on the part of any Acquired the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (ciii) None of the Acquired Companies Company has not received, at any time since December 31, 1995, 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 any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Each Part 3.14 of the Company Disclosure Schedule contains a complete and accurate list of each Governmental Authorization held or required to be that is held by each Acquired the Company or that otherwise relates to the business of, or to any of the assets owned or used by, each Acquired the Company and that is material to the Company or its operations. Each Governmental Authorization of the Company is valid and in full force and effect.. Except as set forth in Part 3.14 of the Company Disclosure Schedule: (ei) Each Acquired the Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, itCompany; (fii) 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 held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it; (g) None of the Acquired Companies has 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 (h) All applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assets.or

Compliance with Legal Requirements; Governmental Authorizations. (a) Each Except as set forth in Schedule 2.14: (i) To the Knowledge of Sellers, the Acquired Companies Company is, and at all times since January 1, 1990 has been and is 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; (bii) No To the Knowledge of Sellers, 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 any Acquired the Company of, or a failure on the part of any Acquired the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (ciii) None of the Acquired Companies The Company has not received, at any time since January 1, 1990, 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 any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Each Schedule 2.14 contains a complete and accurate list of each Governmental Authorization held or required to be that is held by each Acquired the Company or that otherwise relates to the business of, or to any of the assets owned or used by, each Acquired Company the Company. Each Governmental Authorization listed or required to be listed in Schedule 2.14 is valid and in full force and effect.. Except as set forth in Schedule 2.14: (ei) Each Acquired The Company is, and at all times since January 1, 1990 has been and is been, in full compliance with all of the terms and requirements of each Governmental Authorization held identified or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, itidentified in Schedule 2.14; (fii) 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 held listed or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itlisted in Schedule 2.14, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held listed or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itlisted in Schedule 2.14; (giii) None of the Acquired Companies The Company has not received, at any time since January 1, 1990, 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 (hiv) All applications required to have been filed for the renewal of the Governmental Authorizations referred listed or required to above be listed in Schedule 2.14 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. Each Acquired Company has been granted The Governmental Authorizations listed in Schedule 2.14 collectively constitute all of the Governmental Authorizations necessary to permit such Acquired the Company to lawfully conduct and operate their businesses its business in the manner they it currently conduct conducts and operate operates such businesses business and to permit such Acquired the Company to own and use their its assets in the manner in which they it currently own owns and use uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of the Acquired Companies The LLC is and has been and is 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; (b) 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 any Acquired Company the LLC of, or a failure on the part of any Acquired Company the LLC to comply with, any Legal Requirement, or (B) may give rise to result in any obligation on the part of any Acquired Company the LLC to undertake, or to bear pay all or any portion of the cost of, any remedial action of any nature; and, including pursuant to any Environmental, Health, and Safety Liability; (c) None of the Acquired Companies The LLC has received, not 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 any Acquired Company the LLC to undertake, or to bear pay all or any portion of the cost of, any remedial action of any nature., including pursuant to any Environmental, Health, and Safety Liability; (d) Each the LLC is and has been in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by each Acquired Company the LLC or that otherwise relates to the business of, or to any of the assets owned or used by, each Acquired Company is valid and in full force and effect.the LLC; (e) Each Acquired Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, it; (f) 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 held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itAuthorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itAuthorization; (gf) None of the Acquired Companies LLC has received, not 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; (hg) All all applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each Acquired Company has been granted ; and (h) such Governmental Authorizations, collectively, constitute all of the Governmental Authorizations necessary to permit such Acquired Company the LLC to lawfully conduct and operate their businesses its business lawfully in the manner they the LLC currently conduct conducts and operate operates such businesses business and to permit such Acquired Company the LLC to own and use their its assets in the manner in which they the LLC currently own owns and use uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of Except as set forth on Schedule 3.12 or except where any failure to comply, violation or obligation would not have a Material Adverse Effect on the Acquired Companies has been and Company: (i) the Company is in full material 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; (bii) 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 any Acquired the Company of, or a failure on the part of any Acquired the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (ciii) None of the Acquired Companies Company has received, not received 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, alleged or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, alleged or potential obligation on the part of any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Each Governmental Authorization held or required to be held by each Acquired Except as set forth on Schedule 3.12, the Company or that otherwise relates to the business is in possession of, or to any of the assets owned or used by, each Acquired Company is valid and in full force and effect. (e) Each Acquired Company has been and is in full material compliance with with, all the Governmental Authorizations necessary to conduct the Company's business as presently conducted without any material violation of any Legal Requirement. Except as set forth on Schedule 3.12 or except where any failure to comply, violation or other event or circumstances would not have a Material Adverse Effect on the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, it;Company: (fi) 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 material violation of or a failure to comply with any term or requirement of any such material Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itAuthorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, modification, or termination of, or any modification to, any such material Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it;Authorization; and (gii) None of the Acquired Companies Company has received, not received 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, alleged or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, actual or potential threatened revocation, withdrawal, suspension, cancellation, modification or termination of, or modification to of any material Governmental Authorization; and (hiii) All all applications required to have been filed for the renewal of the any material Governmental Authorizations referred listed or required to above be listed on Schedule 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. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assets...

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of the Acquired Companies has been and Company is 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, except where the failure to be in compliance would not have a Material Adverse Effect; (b) 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 any Acquired Company of, or a failure on the part of any Acquired Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and; (c) None of the No Acquired Companies Company has received, 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 any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.; (d) Each Governmental Authorization held or required to be held by each any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, each any Acquired Company is valid and in full force and effect.; (e) Each Acquired Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, by it; (f) 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 held or required to be held by any an Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any an Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, by it; (g) None of the No Acquired Companies Company has received, 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 (h) All applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each The Acquired Company has Companies have been granted all of the Governmental Authorizations necessary to permit such the Acquired Company Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such the Acquired Company Companies to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each Except as set forth in Part 3.14 of the Acquired Companies has been and Company Disclosure Schedule: (i) the Company is 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; (bii) 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 any Acquired the Company of, or a failure on the part of any Acquired the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (ciii) None of the Acquired Companies Company has not received, at any time since December 31, 1995, 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 any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Each Part 3.14 of the Company Disclosure Schedule contains a complete and accurate list of each Governmental Authorization held or required to be that is held by each Acquired the Company or that otherwise relates to the business of, or to any of the assets owned or used by, each Acquired the Company and that is material to the Company or its operations. Each Governmental Authorization of the Company is valid and in full force and effect.. Except as set forth in Part 3.14 of the Company Disclosure Schedule: (ei) Each Acquired the Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, itCompany; (fii) 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 held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itCompany, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it; (g) None of the Acquired Companies has 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 (h) All applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assets.,

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of Seller and Parent have no Knowledge that the Acquired Companies has been and following representations are incorrect: (i) The Company is 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 assetsassets except to the extent the violation thereof would not have a Material Adverse Effect; (bii) 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 any Acquired the Company of, or a failure on the part of any Acquired the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; , except to the extent the items referred to in this Section would not have a Material Adverse Effect, and (ciii) None of the Acquired Companies Company has received, not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person Person, the demands of which have not been complied with by the Company, 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 any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, and such violation or obligation has not been rectified on or before the Effective Date, except to the extent the items referred to in this Section would not have a Material Adverse Effect. (b) Neither the execution and delivery nor the performance of this Agreement by the Seller or the Parent, or of any of the other Agreements to be entered into by the Seller or the Parent pursuant to or in connection with the Contemplated Transactions will result in any of the following: (i) A default or an event that, with notice or lapse of time, or both, would be a default, breach or violation of (i) the Articles of Incorporation or Bylaws of the Seller or the Articles of Organization or the Operating Agreement of the Company, or (ii) any lease, license, franchise, promissory note, conditional sales contract, indenture, mortgage, deed of trust, security or pledge agreement, instrument or other agreement, written or oral, to which the Company or the Seller are a party or are subject or by which any of their respective assets are bound and which is material to the Company or the Seller (a “material contract”) the default, breach of violation of which would have a Material Adverse Effect; (ii) The termination of any material contract or the acceleration of the maturity of any indebtedness or other material obligation of the Company or the Seller the termination or acceleration of which would have a Material Adverse Effect; (iii) The creation or imposition of any Encumbrance, charge, claim, or restriction of any type on any of the assets of the Company which are material, individually, or in the aggregate, to the Company or its business, or upon the Interest; or (iv) A loss or adverse modification of any license or permit listed in Schedule 5.07(b)(iv), subject to the Purchaser’s and the Company’s compliance with applicable change in ownership requirements. (c) The licenses and permits listed on Schedule 5.07(b)(iv) is a complete list of all licenses and permits material to the Company and required to operate the business of the Company as it is currently being operated, and there are no Proceedings, either Threatened or existing, which would adversely affect or limit the scope of such licenses and permits or the business of the Company. (d) Each Governmental Authorization held or required to be held by each Acquired Company or that otherwise relates Any exceptions to the business of, or to any of representations and warranties in this Section 5.07 shall be as set forth on the assets owned or used by, each Acquired Company is valid and in full force and effectattached Schedule 5.07. (e) Each Acquired Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, it; (f) 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 held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it; (g) None of the Acquired Companies has 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 (h) All applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of the Acquired Companies The Company has been and is 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; (b) 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 any Acquired the Company of, or a failure on the part of any Acquired the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (c) None of No the Acquired Companies Company has 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 any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Each Governmental Authorization held or required to be held by each Acquired the Company or that otherwise relates to the business of, or to any of the assets owned or used by, each Acquired the Company is valid and in full force and effect. (e) Each Acquired The Company has been and is in full compliance with all of the terms and requirements of each Governmental Authorization held or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, it; (f) 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 held or required to be held by any Acquired the Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it; (g) None of the Acquired Companies has 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 (h) All applications required to have been filed for the renewal of the Governmental Authorizations referred to above 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. Each Acquired Company has been granted all of the Governmental Authorizations necessary to permit such Acquired Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit such Acquired Company to own and use their assets in the manner in which they currently own and use such assets.or

Compliance with Legal Requirements; Governmental Authorizations. (a) Each of Except as set forth in Schedule 3.15: (i) the Acquired Companies Company is, and at all times since its inception has been and is 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; (bii) 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 any Acquired the Company of, or a failure on the part of any Acquired the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (ciii) None of the Acquired Companies Company has not received, at any time 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 any Acquired the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (db) Each Schedule 3.15 contains a complete and accurate list of each Governmental Authorization held or required to be that is held by each Acquired the Company or that otherwise relates to the business of, or to any of the assets owned or used by, each Acquired Company by the Company. Each Governmental Authorization listed or required to be listed in Schedule 3.15 is valid and in full force and effect.. Except as set forth in Schedule 3.15: (ei) Each Acquired the Company is, and at all times has been and is been, in full compliance with all of the terms and requirements of each Governmental Authorization held identified or required to be held by it or that otherwise relates to the business of, or to any of the assets owned or used by, itidentified in Schedule 3.15; (fii) 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 held listed or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, it, listed in Schedule 3.15 or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization held listed or required to be held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, itlisted in Schedule 3.15; (giii) None of the Acquired Companies Company has not received, at any time 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 (hiv) All all applications required to have been filed for the renewal of the Governmental Authorizations referred listed or required to above be listed in Schedule 3.15 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. Each Acquired Company has been granted The Governmental Authorizations listed in Schedule 3.15 collectively constitute all of the Governmental Authorizations necessary to permit such Acquired the Company to lawfully conduct and operate their businesses its business in the manner they it currently conduct conducts and operate operates such businesses business and to permit such Acquired the Company to own and use their its assets in the manner in which they it currently own owns and use uses such assets.