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

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except as set forth in Part 3.13 of the Disclosure Letter: (i) the Company is, and at all times has been, in material compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) since January 1, 1997, 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 the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) Part 3.13 of the Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by the Company. Each material Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.13 of the Disclosure Letter: (i) the Company is, and at all times has been, in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 of the Disclosure Letter; (ii) 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 listed or required to be listed in Part 3.13 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse Effect; (iii) since January 1, 1997, the 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.13 of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except Except as set forth in Part 3.13 of on Schedule 3.12 or Schedule 3.17 or except where any failure to comply or any violation would not have a Material Adverse Effect on the Disclosure LetterCompany: (i) the Company is, and at all times has been, is in material compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) 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 the Company of, or a material failure on the part of the Company to comply with, any material Legal Requirement; and (iii) to the Company’s Knowledge, it has not received any written notice or communication from any Governmental Body regarding: (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement, or (B) may give rise to any actual or alleged 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) since January 1, 1997, 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 the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) Part 3.13 To the Knowledge of the Disclosure Letter contains Company, Schedule 3.12 and Schedule 3.17, taken together, contain a list that is complete and accurate list in all material respects of each material Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each To the Knowledge of the Company, the Company holds all Governmental Authorizations necessary to conduct the Company’s business as presently conducted without any material violation of any Legal Requirement. To the Knowledge of the Company, each Governmental Authorization listed on Schedule 3.12 or required to be listed in Part 3.13 of the Disclosure Letter Schedule 3.17 is valid and in full force and effect. Except To the Knowledge of the Company, and except as set forth in Part 3.13 of on Schedule 3.12 or Schedule 3.17, or except where any failure to comply, violation or other event or circumstances would not have a Material Adverse Effect on the Disclosure LetterCompany: (i) the Company is, and at all times has been, is in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 of the Disclosure Letteron Schedule 3.12 or 3.17; (ii) 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 listed on Schedule 3.12 or required to be listed in Part 3.13 of the Disclosure Letter3.17, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, modification, or termination of, or any modification to, any material Governmental Authorization listed on Schedule 3.12 or required to be listed in Part 3.13 of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse Effect3.17; (iii) since January 1, 1997, the Company has not received, at received any time, 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the any material Governmental Authorizations listed or required to be listed in Part 3.13 of the Disclosure Letter on Schedule 3.12 or 3.17 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.13 of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except Except as set forth in Part 3.13 3.14(a) of the Disclosure Letter, to the Knowledge of Sellers: (i) the Company is, and at all times since inception has been, in material substantial compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) since January 1, 1997, the Company has not received received, at any time since inception, any notice or other communication (whether oral or written) from sent by 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 the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) Part 3.13 3.14(b) of the Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each material Governmental Authorization listed or required to be listed in Part 3.13 3.14(b) of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.13 3.14(b) of the Disclosure Letter, to the Sellers Knowledge: (i) the Company is, and at all times since inception has been, in material substantial compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 3.14(b) of the Disclosure Letter; (ii) 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 listed or required to be listed in Part 3.13 3.14(b) of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.13 3.14(b) of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse Effect; (iii) since January 1, 1997, the Company has not received, at any timetime since inception, any notice or other communication (whether oral or written) from sent 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 to any Governmental Authorization, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 3.14(b) of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. . (c) The Governmental Authorizations listed in Part 3.13 3.14(c) of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business their businesses in the manner it they currently conducts conduct and operates operate such business businesses and to permit the Company Acquired Companies to own and use its their assets in the manner in which it they currently owns own and uses use such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except Except as set forth in Part 3.13 2.15 of the Disclosure Letter: (i) the each Acquired Company is, and at all times has been, is in material compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) to the Knowledge of the Acquired Companies no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may is reasonably likely to constitute or result in a violation by the any Acquired Company of, or a failure on the part of the any Acquired Company to comply with, any material Legal Requirement, or (B) may is reasonably likely to give rise to any obligation on the part of the any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) since January 1, 1997, the no Acquired 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 the any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) Part 3.13 2.15 of the Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned, leased or used by, any Acquired Company. Each material Governmental Authorization listed or required to be listed in Part 3.13 2.15 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.13 2.15 of the Disclosure Letter: (i) the each Acquired Company is, and at all times has been, is in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 2.15 of the Disclosure Letter; (ii) to the Knowledge of the Company, Acquired Companies no event has occurred or circumstance exists that may is reasonably likely to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Part 3.13 2.15 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.13 2.15 of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse Effect; (iii) since January 1, 1997, the no Acquired Company has not received, at any time, received any notice or other communication (whether oral or written) from any Governmental Body or any other 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, or (B) any material, actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 2.15 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodiesbodies. The Governmental Authorizations listed in Part 3.13 2.15 of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary as at the Closing Date to permit each of the Company Acquired Companies to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company Acquired Companies to own and use its their assets in the manner in which it they currently owns own and uses use such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except a. Except as set forth in Part 3.13 3.14 of the Disclosure Letter: (i) the each Acquired Company is, and at all times since formation has been, in material full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the any Acquired Company of, or a failure on the part of the any Acquired Company to comply with, any material Legal Requirement, or (B) may give rise to any obligation on the part of the any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) since January 1, 1997, the no Acquired Company has not received received, at any time since formation, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) b. Part 3.13 3.14 of the Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company. Each material Governmental Authorization listed or required to be listed in Part 3.13 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.13 3.14 of the Disclosure Letter: (i) the each Acquired Company is, and at all times since formation has been, in material full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 3.14 of the Disclosure Letter; (ii) 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 listed or required to be listed in Part 3.13 3.14 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.13 3.14 of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse Effect; (iii) since January 1, 1997, the no Acquired Company has not received, at any timetime since formation, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.13 3.14 of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company Acquired Companies to lawfully conduct and operate its business their businesses in the manner it they currently conducts conduct and operates operate such business businesses and to permit the Company Acquired Companies to own and use its their assets in the manner in which it they currently owns own and uses use such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except Except as set forth in Part 3.13 of the Disclosure Letter:Schedule 7.14(a): (i) the each FFIN Company ishas, and at all times has beentimes, been in material compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) could: (A1) may constitute or result in a violation by the any FFIN Company of, or a failure on the part of the any FFIN Company to comply with, any material Legal Requirement, ; or (B2) may give rise to any obligation on the part of the any FFIN Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect; andaction; (iii) since January 1, 1997, the no FFIN 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 potential: (1) violation of, or failure to comply with, any Legal Requirement, ; or (B2) any actual, alleged, possible, or potential obligation on the part of the any FFIN Company to undertake, or to bear all or any portion of the cost of, any remedial action action; and (iv) no proposed Legal Requirement could have an adverse consequence on any FFIN Company or could require an expenditure of $10,000 or more by any nature, that FFIN Company to comply with respect to either of the preceding, is likely to have a Material Adverse Effectsuch Legal Requirement. (b) Part 3.13 of the Disclosure Letter contains a complete and accurate list of Schedule 7.14(b) lists each material Governmental Authorization that is held by any FFIN Company or that otherwise relates to the business of, or to any assets owned or used by, any FFIN Company. Each material Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter Schedule 7.14(b) is valid and in full force and effect. Except as set forth in Part 3.13 of the Disclosure Letter:Schedule 7.14(b): (i) the each FFIN Company is, and has at all times has been, been in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 of the Disclosure LetterAuthorization; (ii) to the Knowledge of the Company, no event has occurred or circumstance exists that may could (with or without notice or lapse of time) ): (A1) constitute or result result, directly or indirectly indirectly, in a violation of of, or a failure on the part of any FFIN Company to comply with any term or requirement of with, any Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter, Schedule 7.14(b); or (B2) result result, directly or indirectly indirectly, in the revocation, withdrawal, suspension, cancellation, or termination oftermination, or any modification to, of any Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse EffectAuthorization; (iii) since January 1, 1997, the no FFIN Company has not received, at any time, received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possibleor potential: (1) violation of, or potential violation of or failure to comply with any term or requirement of with, any Governmental Authorization, ; or (B2) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination oftermination, or modification to of any Governmental Authorization, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications and other filings required to have been filed made for the renewal maintenance, renewal, or reissuance of the material Governmental Authorizations listed or required to be listed in Part 3.13 of the Disclosure Letter Schedule 7.14(b) 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. . (c) The Governmental Authorizations listed in Part 3.13 of the Disclosure Letter collectively Schedule 7.14(b) constitute all of the material Governmental Authorizations necessary to permit the each FFIN Company lawfully to lawfully continue to conduct and operate its business in the manner in which it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except Except as set forth in Part 3.13 Section 4.14(a) of the Disclosure LetterSchedule: (i) to the Company’s or Seller’s Knowledge, the Company is, and at all times since its formation, has been, in material full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) to the Company’s or Seller’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, Requirement or (B) may give rise to any 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) since January 1, 1997, the Company has not received received, at any time since its formation, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, 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 the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) Part 3.13 Section 4.14(b) of the Disclosure Letter Schedule contains a complete and accurate list of each material Governmental Authorization that is held by the Company or that otherwise relates to the Company’s Business or the Shares. Each material Governmental Authorization listed or required to be listed in Part 3.13 Section 4.14(b) of the Disclosure Letter Schedule is valid and in full force and effect. Except as set forth in Part 3.13 Section 4.14(b) of the Disclosure LetterSchedule: (i) the Company is, and at all times since its formation, has been, in material full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 Section 4.14(b) of the Disclosure LetterSchedule; (ii) to the Knowledge of the Company’s or Seller’s Knowledge, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Part 3.13 Section 4.14(b) of the Disclosure Letter, Schedule or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.13 Section 4.14(b) of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse EffectSchedule; (iii) since January 1, 1997, the Company has not received, at any timetime since its formation, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 Section 4.14(b) of the Disclosure Letter 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. The Governmental Authorizations listed in Part 3.13 Section 4.14(b) of the Disclosure Letter Schedule collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner in which it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except Except as set forth in Part 3.13 of the Disclosure Letter:Schedule 3.14(a): (i) to its Knowledge, the Company is, and at all times has been, in full material compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) since January 1, 1997, the Company has not received at any time since January 1, 2005 any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (Aa) any actual, alleged, possible, or potential material violation of, or failure to materially comply with, any Legal Requirement, or (Bb) any actual, alleged, possible, or potential 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) Part 3.13 of To the Disclosure Letter Company’s Knowledge, Schedule 3.14(b) contains a complete and accurate list of each material Governmental Authorization that is held by the CompanyCompany or, to the extent necessary to enable the Company to operate the Business in the manner presently conducted. Each material Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter Schedule 3.14(b) is valid and in full force and effect. Except To the Company’s Knowledge, except as set forth in Part 3.13 of the Disclosure Letter:Schedule 3.14(b): (i) the Company is, and at all times since January 1, 2005 has been, in full material compliance with all of the material terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 of the Disclosure LetterSchedule 3.14(b); (ii) 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 constitutes or could reasonably be expected to result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Part 3.13 of Schedule 3.14(b), except for any one or more violations or failures which singularly or in the Disclosure Letteraggregate did not or will not have a Material Adverse Effect, or (B) could reasonably be expected to result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse EffectSchedule 3.14(b); (iii) since January 1, 1997, the 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 of the Disclosure Letter Schedule 3.14(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.13 of the Disclosure Letter Schedule 3.14(b) collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except Except as set forth in Part 3.13 3.1.14 of the Disclosure Letter: (i) the Company is, and at all times since January 1, 1993 has been, in material full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or or, to the Knowledge of the Shareholders, circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, Requirement or (B) may give rise to any 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) the Company has not received, at any time since January 1, 19971993, 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, 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 the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) Part 3.13 3.1.14 of the Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each material Governmental Authorization listed or required to be listed in Part 3.13 3.1.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.13 3.1.14 of the Disclosure Letter: (i) the Company is, and at all times since January 1, 1993, has been, in material full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 3.1.14 of the Disclosure Letter; (ii) no event has occurred or, to the Knowledge of the CompanyShareholders, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Part 3.13 3.1.14 of the Disclosure Letter, Letter or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.13 3.1.14 of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse Effect; (iii) since January 1, 1997, the Company has not received, at any timetime since January 1, 1993, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, possible or potential violation of or failure to comply with any 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 3.1.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, Bodies and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.13 3.1.14 of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company lawfully to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except Except as set forth in Part 3.13 of the Disclosure Letter: (i) the Company is, and at all times since its inception has been, in material full compliance with each material Legal Requirement Requirement, including the Province of Quebec's language laws and privacy laws, that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) to the Knowledge of the Company, the Company has not received, at any time since January 1, 1997, 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 the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) Part 3.13 of the Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each material Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.13 of the Disclosure Letter: (i) the Company is, and at all times has been, in material full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 of the Disclosure Letter; (ii) to the Knowledge of the Company, no event has occurred or circumstance exists that may is reasonably likely to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse Effect; (iii) since January 1, 1997to the Knowledge of the Company, the Company has not received, at any time, 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 by the Company 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, that with respect to either of Authorization held by the preceding, is likely to have a Material Adverse EffectCompany; and (iv) all applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made by the Company on a timely basis with the appropriate Governmental Bodies. . (c) The Governmental Authorizations listed in Part 3.13 of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business businesses in the manner it currently conducts and operates such business businesses and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To Except as set forth in Section 3.14 (a) of the Company Disclosure Schedule to the Knowledge of the Company, except as set forth in Part 3.13 of the Disclosure Letter: (i) the Company is, and at all times since its incorporation has been, in material full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assetsAssets; (ii) 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 the Company of, or a material failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any material 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) since January 1, 1997, the Company has not received any notice or other communication (whether oral or written) from any Governmental Body or Regulatory Authority or any other Person regarding (A) any actual, alleged, possible, or potential material violation of, or material failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential material 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) Part 3.13 Section 3.14(b) of the Company Disclosure Letter Schedule contains a complete and accurate list of each material Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each material Governmental Authorization listed or required to be listed in Part 3.13 Section 3.14(b) of the Company Disclosure Letter Schedule is valid and is in full force and effect. Except as set forth in Part 3.13 on Section 3.14(b) of the Company Disclosure LetterSchedule: (i) the Company is, and at all times has been, in material full compliance with all of the material terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 Section 3.14(b) of the Company Disclosure LetterSchedule; (ii) 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 material term or requirement of any Governmental Authorization listed or required to be listed in Part 3.13 Section 3.14(b) of the Company Disclosure LetterSchedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any material Governmental Authorization listed or required to be listed in Part 3.13 Section 3.14(b) of the Company Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse EffectSchedule; (iii) since January 1, 1997, the Company has not received, at any time, received any notice or other communication (whether oral or written) from any Governmental Body or Regulatory Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any material 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 material Governmental Authorization, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 Section 3.14(b) of the Company Disclosure Letter Schedule have been duly filed on a timely basis with the appropriate Governmental Bodiesor Regulatory Authority, 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 Bodiesor Regulatory Authority. The Governmental Authorizations listed in Part 3.13 Section 3.14(b) of the Company Disclosure Letter Schedule collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except Except as set forth in Part 3.13 3.14 of the Disclosure Letter: (i) the The Company is, and at all times has been, in compliance in all material compliance respects with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business the Business or the ownership or use of any of its assetsthe Assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any material 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) since January 1, 1997, the 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 the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) Part 3.13 3.14 of the Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by the Company. Each material Governmental Authorization listed Company or required that otherwise relates to be listed in Part 3.13 the Business or to any of the Disclosure Letter is valid and in full force and effectAssets. Except as set forth in Part 3.13 3.14 of the Disclosure Letter: (i) the The Company is, and at all times has been, in compliance in all material compliance respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 3.14 of the Disclosure Letter; (ii) 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 material violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Part 3.13 3.14 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.13 3.14 of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse Effect; (iii) since January 1, 1997, the The Company has not received, at any time, 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all material applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other material filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.13 3.14 of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company Buyer to lawfully conduct and operate its business the Business in the manner it currently conducts conducted and operates such business operated and to permit the Company Buyer to own and use its assets the Assets in the manner in which it the Company currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse EffectAssets.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except Except as set forth in Part 3.13 3.13(a) of the Disclosure Letter: (i) the Company is, and at all times has been, in compliance in all material compliance respects with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or, to the knowledge of the Company or the Shareholders, circumstance exists that would reasonably be expected to constitute or result in (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement; and (iii) the Company has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding, and the Company is not aware of, any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) may give rise to any 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) since January 1, 1997, 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 the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) Part 3.13 3.13(b) of the Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by the Company or that otherwise relates to the Business, or to any of the assets owned or used by the Company. Each material Governmental Authorization listed or required to be listed in Part 3.13 3.13(b) of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.13 3.13(b) of the Disclosure Letter: (i) the Company is, and at all times has been, in compliance in all material compliance respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 3.13(b) of the Disclosure Letter; (ii) 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 listed or required to be listed in Part 3.13 3.13(b) of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.13 3.13(b) of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse Effect; (iii) since January 1, 1997, the Company has not received, at any time, 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 3.13(b) of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.13 3.13(b) of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it they currently conducts conduct and operates operate such business businesses and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except as set forth in Part 3.13 of the Disclosure Letter: (i) the Company is, and at all times has been, in material compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assetsAssets; (iib) 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 the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iiic) since January 1, 1997, the Company has not received any notice or other communication (whether oral or written) from any Governmental Body or Regulatory Authority 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 the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (bd) Part 3.13 Section 3.17(b) of the Company Disclosure Letter Schedule contains a complete and accurate list of each material Governmental Authorization that is held by the Company or that is necessary in the operation of the business of the Company. Each material Governmental Authorization listed or required to be listed in Part 3.13 of Section 3.17(b)of the Company Disclosure Letter Schedule is valid and is in full force and effect. Except as set forth in Part 3.13 on Section 3.17(b) of the Company Disclosure LetterSchedule: (i) the Company is, and at all times has been, in material full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 Section 3.17(b) of the Company Disclosure LetterSchedule; (ii) to the Knowledge of the Company, no event has occurred or circumstance exists that may (with or without notice or lapse of time, other than the periodic renewal of the Company's Permits in the Ordinary Course of Business) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Part 3.13 Section 3.17(b) of the Company Disclosure LetterSchedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any material and adverse modification to, any Governmental Authorization listed or required to be listed in Part 3.13 Section 3.17(b) of the Company Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse EffectSchedule; (iii) since January 1, 1997, the Company has not received, at any time, received any notice or other communication (whether oral or written) from any Governmental Body or Regulatory Authority 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 Section 3.17(b) of the Company Disclosure Letter Schedule have been duly filed on a timely basis with the appropriate Governmental Bodiesor Regulatory Authority, 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 Bodiesor Regulatory Authority. The Governmental Authorizations listed in Part 3.13 Section 3.17(b) of the Company Disclosure Letter Schedule collectively constitute all of the material Governmental Authorizations necessary to permit the Company company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except Except as set forth in Part 3.13 3.13(a) of the Disclosure LetterLetter and to the best of the Company's knowledge: (i) the Company is, and at all times has been, in compliance in all material compliance respects with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or, to the knowledge of the Company or the Shareholder, circumstance exists that would reasonably be expected to constitute or result in (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement; and (iii) the Company has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding, and the Company is not aware of, any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) may give rise to any 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) since January 1, 1997, 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 the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) Part 3.13 3.13(b) of the Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by the Company or that otherwise relates to the Business, or to any of the assets owned or used by the Company. Each material Governmental Authorization listed or required to be listed in Part 3.13 3.13(b) of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.13 3.13(b) of the Disclosure Letter: (i) the Company is, and at all times has been, in compliance in all material compliance respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 3.13(b) of the Disclosure Letter; (ii) 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 listed or required to be listed in Part 3.13 3.13(b) of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.13 3.13(b) of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse Effect; (iii) since January 1, 1997, the Company has not received, at any time, 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 3.13(b) of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.13 3.13(b) of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it they currently conducts conduct and operates operate such business businesses and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except Except as set forth in Part 3.13 of Schedule 3.12 or Schedule 3.17 or except where any failure to comply or any violation would not, and would not be reasonably expected to, have a Material Adverse Effect on the Disclosure LetterCompany: (i) the Company is, and at all times has been, is in material compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement; and (iii) the Company has not received any written notice or other communication from any Governmental Body regarding: (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement, or (B) may give rise to any actual or alleged, 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) since January 1, 1997, 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 the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is likely to have a Material Adverse Effect. (b) Part 3.13 of the Disclosure Letter contains Schedule 3.12 and Schedule 3.17, taken together, contain a list that is complete and accurate list in all material respects of each material Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each material Governmental Authorization listed in Schedule 3.12 or required to be listed in Part 3.13 of the Disclosure Letter Schedule 3.17 is valid and in full force and effect. Except as set forth in Part 3.13 of Schedule 3.12 or Schedule 3.17 or except where any failure to comply, violation or other event or circumstances would not have a Material Adverse Effect on the Disclosure LetterCompany: (i) the Company is, and at all times has been, is in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 Schedule 3.12 or Schedule 3.17; Table of the Disclosure Letter;Contents (ii) 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 listed in Schedule 3.12 or required to be listed in Part 3.13 of the Disclosure LetterSchedule 3.17, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any material Governmental Authorization listed in Schedule 3.12 or required to be listed in Part 3.13 of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse EffectSchedule 3.17; (iii) since January 1, 1997, the Company has not received, at received any time, 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, actual or potential alleged 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, termination of, or modification to of any material Governmental Authorization, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the any material Governmental Authorizations listed or required to be listed in Part 3.13 of the Disclosure Letter Schedule 3.12 or Schedule 3.17 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.13 of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) To the Knowledge of the Company, except Except as set forth in Part 3.13 Schedule 3.14, as reflected in the Financial Statements or except with respect to those matters covered by Sections 3.11, 3.13, 3.19 or 3.21 of the Disclosure Letterthis Agreement: (i) the Company is, and at all times has been, is in material compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may would reasonably be expected to constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iii) since January 1, 1997, 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, alleged or potential violation of, or failure to comply with, any Legal Requirement; except, in the case of each of clauses (i), (ii) and (iii), where the failure to be in such compliance, the occurrence of such events or (B) any actual, alleged, possible, or potential obligation on the part receipt of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, that with respect to either of the preceding, is such notice would not reasonably be likely to have result, individually or in the aggregate, in a Material Adverse EffectEffect on the Company or would become applicable as a result of any acts or omissions by, or the status of any facts pertaining to, Buyer. (b) Part 3.13 of the Disclosure Letter Schedule 3.14 contains a complete and accurate list of each material Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each material Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter Schedule 3.14 is valid and in full force and effect. Except as set forth in Part 3.13 of the Disclosure LetterSchedule 3.14: (i) the Company is, and at all times has been, is in material full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 of the Disclosure LetterSchedule 3.14; (ii) to the Knowledge of the Company, no event has occurred or circumstance exists that reasonably may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure LetterSchedule 3.14, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter, that with respect to either of the preceding, is likely to have a Material Adverse EffectSchedule 3.14; (iii) since January 1, 1997, the Company has not received, at any time, 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, that with respect to either of the preceding, is likely to have a Material Adverse Effect; and (iv) all applications required to have been filed for the renewal of the material Governmental Authorizations listed or required to be listed in Part 3.13 of the Disclosure Letter Schedule 3.14 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; except, in the case of each of clauses (i), (ii), (iii) and (iv), where the failure to be in such compliance, the occurrence of such events or receipt of such notice would not reasonably be likely to result, individually or in the aggregate, in a Material Adverse Effect on the Company. The Governmental Authorizations listed or required to be listed in Part 3.13 of the Disclosure Letter Schedule 3.14 collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, except where the failure to have such Governmental Authorizations would not be reasonably likely to have a Material Adverse Effect.