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

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on the Disclosure Schedule: (i) The Company is, and at all times since January 1, 2003, has been, in material compliance with each Legal Requirement that is or was applicable to it and is material to the conduct or operation of its business or the ownership or use of any of its assets or properties; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and 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 the Company of, or a failure on the part of the Company 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 concerning any Legal Requirement; and (iv) The Company has not received, at any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication, 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. (b) Section 3.14(b) of the Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets or properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(b) of the Disclosure Schedule is valid and in full force and effect. Except as set forth on the Disclosure Schedule: (i) The Company is, and at all times since January 1, 2003 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) of the Disclosure Schedule; (ii) to the Knowledge of the Company and the Parent Seller, 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 Section 3.14(b) of the Disclosure Schedule; 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 Section 3.14(b) of the Disclosure Schedule; (iii) The Company has not received, at any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication from any Governmental Body or any other Person regarding: (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) of the 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. The Governmental Authorizations listed in Section 3.14(b) of the Disclosure Schedule collectively constitute all of the 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 and properties in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on in Section 3.6(a) of the Disclosure Schedule: (i) The Company to the Knowledge of Seller, Seller is, and at all times since January 1, 2003, during the past five (5) years has been, in compliance in all material compliance respects with each material Legal Requirement that is or was applicable to it and is material it, including any Legal Requirement related to the conduct or operation of its business the Business, the collection and maintenance of Clinical Data or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and the CompanySeller, 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 Seller of, or a failure on by Seller or the part of the Company Business to comply in all material respects with, any material Legal Requirement; Requirement applicable to it, or (B) may give rise to any obligation on the part of the Company by Seller to undertake, or to bear all or any portion of the cost of, any remedial action concerning of any Legal Requirementnature; and (iviii) The Company neither Seller nor any of its Affiliates has not received, at any time since January 1, 2003during the past five (5) years, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication, from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, possible or potential violation of, or failure to comply in ally material respects with, any Legal Requirement; , or (B) any actual, alleged, possible, or potential obligation on the part of the Company by Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Section 3.14(b3.6(b)(1) of the Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets or properties owned or used bySeller and for each, the Companygrantor, date, expiration date, and subject matter (each such Governmental Authorization, regardless of whether actually listed in the Disclosure Schedule, a “Seller Governmental Authorization”). Each Seller Governmental Authorization listed or required to be listed in Section 3.14(b) of the Disclosure Schedule is valid and in full force and effect. Except as set forth on disclosed in Section 3.6(b)(2) of the Disclosure Schedule, and for which Seller has provided all related Records to Buyer hereunder: (i) The Company isto the Knowledge of Seller, Seller is and at all times since January 1, 2003 during the past five (5) years has been, in full compliance in all material respects with all of the material terms and requirements of each Seller Governmental Authorization identified or required to be identified in Section 3.14(b) of the Disclosure ScheduleAuthorization; (ii) to the Knowledge of the Company and the Parent Seller, no event has occurred or circumstance exists that may (with or without notice or lapse of time): ) is reasonably likely to (A) constitute or result directly or indirectly in a violation material Breach of or a failure to comply with any term or requirement of any material Seller Governmental Authorization listed or required to be listed in Section 3.14(b) of the Disclosure Schedule; Authorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, cancellation or termination of, or any modification to, any material Seller Governmental Authorization listed or required to be listed in Section 3.14(b) of the Disclosure ScheduleAuthorization; (iii) The Company Seller has not received, received at any time since January 1, 2003, during the past five (5) years any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, possible or potential violation of or failure to comply with any term or requirement Breach of any Governmental Authorization; , including any Form 483 or warning letters or untitled letters issued by the FDA from the FDA, or (B) any actual, proposed, possible, possible or potential revocation, withdrawal, suspension, cancellation, termination of, of or modification to any Seller Governmental Authorization; and (iv) to the Knowledge of Seller, all applications required to have been filed for the renewal of the any material Seller Governmental Authorizations listed or required to be listed in Section 3.14(b) of the 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 material Seller Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The . (c) To the Knowledge of Seller, the Seller Governmental Authorizations listed in Section 3.14(b) of the Disclosure Schedule collectively constitute all of the material Governmental Authorizations necessary to permit the Company Seller to lawfully conduct and operate its business the Business in the manner it currently conducts conducted and operates such business and to permit the Company to own and use operate its assets and properties in the manner in which it currently owns owned and uses such assetsoperated.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on the Disclosure Schedulein Schedule 3.14: (i) The each Acquired Company is, and at all times since January 1September 30, 20032009, has been, in compliance in all material compliance respects with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time): ) (A) may would constitute or result in a material violation by the an Acquired Company of, or a failure on the part of the an Acquired Company to materially comply with, any Legal Requirement; , or (B) may to Sellers’ Knowledge, would give rise to any obligation on the part of the an Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action concerning of any Legal Requirementnature; and (iviii) The no officer or manager of an Acquired Company has not received, at any time since January 1, 20032011, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication, from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, possible or potential violation of, or failure to comply with, any Legal Requirement; , or (B) any actual, alleged, possible, possible or potential material obligation on the part of the an Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Section 3.14(b) of the Disclosure Schedule 3.14 contains a complete and accurate list of each Governmental Authorization that is held by necessary for the Company or that otherwise relates to the business of, or to any operation of the assets or properties owned or used by, the CompanyAcquired Companies’ business as it is currently conducted. Each Governmental Authorization listed or required to be listed in Section 3.14(b) of the Disclosure Schedule 3.14 is valid and in full force and effect. Except as set forth on the Disclosure Schedulein Schedule 3.14: (i) The each Acquired Company is, and at all times since January 1September 30, 2003 2009, has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) of the Disclosure ScheduleSchedule 3.14; (ii) to the Knowledge of the Company and the Parent Seller, no event has occurred or circumstance exists that may would (with or without notice or lapse of time): ) (A) constitute or result directly or indirectly in a material violation of or a material failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 3.14(b) of the Disclosure Schedule; Schedule 3.14, 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 Section 3.14(b) of the Disclosure ScheduleSchedule 3.14; (iii) The no Acquired Company has not received, at any time since January 1September 30, 20032009, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, possible or potential material violation of or material failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) of the Disclosure Schedule 3.14 have been duly filed on a timely basis since September 30, 2009, 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 since September 30, 2009, with the appropriate Governmental Bodies. The Governmental Authorizations listed in Section 3.14(b) , except any of the Disclosure Schedule collectively constitute all foregoing the failure of the Governmental Authorizations necessary which to permit the Company to lawfully conduct and operate its business have been filed would not result in the manner it currently conducts and operates such business and to permit the Company to own and use its assets and properties in the manner in which it currently owns and uses such assetsa Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on in Part 3.12 of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January 1, 2003, 2002 has been, in compliance in all material compliance respects with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and 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 the Company of, or a failure on the part of the Company 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 concerning of any Legal Requirementnature; and (iviii) The the Company has not received, at any time since January 1, 20032002, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: 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. (b) Section 3.14(b) of the Disclosure Schedule contains a complete and accurate list of each The Governmental Authorization that is Authorizations currently held by the Company or that otherwise relates to the business of, or to any constitute all of the 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 or properties owned or used by, in the Companymanner in which its currently owns and uses such assets. Each such Governmental Authorization listed or required to be listed in Section 3.14(b) of the Disclosure Schedule is valid and in full force and effect. Except as set forth on in Part 3.12 of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January 1, 2003 2002 has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) of the Disclosure ScheduleAuthorization; (ii) to the Knowledge of the Company and the Parent Seller, 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 Section 3.14(b) of the Disclosure Schedule; Authorization, 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 Section 3.14(b) of the Disclosure ScheduleAuthorization; (iii) The the Company has not received, at any time since January 1, 20032002, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication written) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) of the 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. The Governmental Authorizations listed in Section 3.14(b) of the Disclosure Schedule collectively constitute all of the 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 and properties in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on the Disclosure Schedule:in Schedule 3.14(a): (i) The Company Seller is, and at all times since January 1, 20031995, has been, in material compliance with each Legal Requirement that is or was applicable to it and is material to the conduct or operation of its business the Procuren Operations, the ownership or use of the Product, or the ownership or use of any of its assets or properties; (ii) the other Assets, unless the failure to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates comply would not be reasonably expected to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory financial condition of the CompanyProcuren Operations or the Assets; (iiiii) to the Knowledge of the Parent Seller and the Company, no event has occurred or circumstance exists that may (with or without notice or lapse of time): ), the effect of which could reasonably expected to have a material adverse effect on the financial condition of the Procuren Operations or the Assets; (A) may constitute or result in a violation by the Company Seller of, or a failure on the part of the Company Seller to comply with, any Legal Requirement; Requirement in connection with the Procuren Operations or the ownership or use of the Product or any of the other Assets or (B) may give rise to any obligation on the part of the Company Seller to undertake, or to bear all or any portion of the cost of, any remedial action concerning of any Legal Requirement; andnature relating to the Procuren Operations, the Product or any of the other Assets. (iviii) The Company Seller has not received, at any time since January 1, 20031995, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement; Requirement in connection with the Procuren Operations or the ownership or use of the Product or any of the other Assets, or (B) any actual, alleged, possible, or potential obligation on the part of the Company Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any naturenature relating to the Procuren Operations, the Product or any of the other Assets. (b) Section Schedule 3.14(b) of the Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise Seller which relates to the business ofProcuren Operations, the Product or to any of the assets or properties owned or used by, the Companyother Assets. Each Governmental Authorization listed or required to be listed in Section Schedule 3.14(b) of the Disclosure Schedule is valid and in full force and effect. Except as set forth on the Disclosure Schedule:in Schedule 3.14(b): (i) The Company Seller is, and at all times since January 1, 2003 1995, has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified listed or required to be identified listed in Section Schedule 3.14(b) ), unless the failure to comply would not be reasonably expected to have a material adverse effect on the financial condition of the Disclosure Schedule;Procuren Operations or the Assets. (ii) to the Knowledge of the Company and the Parent Seller, no event has occurred or circumstance exists that may (with or without notice or lapse of time): ), the effect of which could reasonably be expected to have a material adverse effect on the financial condition of the Procuren Operations or the Assets: (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 Section on Schedule 3.14(b) of the Disclosure Schedule; ), 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 Section pursuant to Schedule 3.14(b) of the Disclosure Schedule;). (iii) The Company Seller has not received, at any time since January 1, 20031995, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication from any Governmental Body or any an other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and. (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section Schedule 3.14(b) of the 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. The Except as set forth on Schedule 3.14(b), the Governmental Authorizations listed in Section Schedule 3.14(b) of the Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company Seller to lawfully conduct and operate its business in the manner it currently conducts and operates such business Procuren Operations and to permit the Company Seller to own and use its assets the Product and properties the other Assets in the manner in which it currently owns and uses such assetsthe Product and the other Assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except 3.13.1 To the Knowledge of the Company, and except as set forth on in Part 3.13.1 of the Disclosure ScheduleLetter: (i) The 3.13.1.1 the Company is, and at all times since January 1, 2003, has been, in material full compliance with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and the Company, 3.13.1.2 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 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 concerning of any Legal Requirementnature; and (iv) The 3.13.1.3 the Company has not received, at any time since January 1actual, 2003, any written specific notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: 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. (b) Section 3.14(b) 3.13.2 To the Knowledge of the Company, Part 3.13.2 of the Disclosure Schedule Letter contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets or properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(b) Part 3.13.2 of the Disclosure Schedule Letter is valid and in full force and effect. Except as set forth on in Part 3.13.2 of the Disclosure ScheduleLetter: (i) The 3.13.2.1 the Company is, and at all times since January 1, 2003 has been, is in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) Part 3.13.2 of the Disclosure ScheduleLetter; (ii) to the Knowledge of the Company and the Parent Seller, 3.13.2.2 no event has occurred or circumstance exists that may should (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 Section 3.14(b) Part 3.13.2 of the Disclosure Schedule; 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 Section 3.14(b) Part 3.13.2 of the Disclosure ScheduleLetter; (iii) The 3.13.2.3 the Company has not received, at any time since January 1actual, 2003, any written specific notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication written) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) 3.13.2.4 all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) Part 3.13.2 of the Disclosure Schedule 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. . 3.13.2.5 The Governmental Authorizations listed in Section 3.14(b) Part 3.13.2 of the Disclosure Schedule Letter collectively constitute all of the 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 and properties in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on in Part 3.14 of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January 1, 2003, 1995 has been, in material full compliance with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and 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 the Company of, or a failure on the part of the Company 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 concerning of any Legal Requirementnature; and (iviii) The the Company has not received, at any time since January 1, 20031995, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: 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. (b) Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets or properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter is valid and in full force and effect. Except as set forth on in Part 3.14 of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January 1, 2003 1995 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) Part 3.14 of the Disclosure ScheduleLetter; (ii) to the Knowledge of the Company and the Parent Seller, 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 Section 3.14(b) Part 3.14 of the Disclosure Schedule; 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 Section 3.14(b) Part 3.14 of the Disclosure ScheduleLetter; (iii) The the Company has not received, at any time since January 1, 20031995, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication written) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule 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 . (v) the Governmental Authorizations listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter collectively constitute all of the 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 and properties in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except Since or as of January 1, 2003, except as set forth on in Part 3.14 of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January 1, 2003, has been, in material full compliance with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and 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 the Company of, or a failure on the part of the Company to comply with, any Legal Requirement; , or (B) may give rise to any obligation on the part of the Company to undertakebear, or undertake to bear bear, all or any portion of the cost of, of any remedial action concerning of any nature in connection with any Legal Requirement; and (iviii) The the Company has not received, at received any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: 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. (b) Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets or properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter is valid and in full force and effect. Except as set forth on in Part 3.14 of the Disclosure Schedule:Letter: 28 (i) The the Company is, and at all times since January 1, 2003 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) Part 3.14 of the Disclosure ScheduleLetter; (ii) to the Knowledge of the Company and the Parent Seller, 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 Section 3.14(b) Part 3.14 of the Disclosure Schedule; 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 Section 3.14(b) Part 3.14 of the Disclosure ScheduleLetter; (iii) The the Company has not received, at any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication written) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule 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 Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter collectively constitute all of the 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 and to permit the Company to own and use its assets and properties in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on in Part 4.12(a) of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January 1, 2003, has been, is in material compliance with each material Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and 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 the Company of, or NexGen or a failure on the part of the Company or NexGen to comply with, any material Legal Requirement; , or (B) may give rise to any obligation on the part of the Company or NexGen to undertake, or to bear all or any portion of the cost of, any remedial action concerning of any Legal Requirementnature; and (iviii) The the Company has not received, at any time since January 1, 2003, received any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication, from any Governmental Body or any other Person regarding: 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 or NexGen to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Section 3.14(bPart 4.12(b) of the Disclosure Schedule 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 or properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(bPart 4.12(b) of the Disclosure Schedule Letter is valid and in full force and effect. Except as set forth on in Part 4.12(b) of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January 1, 2003 has been, is in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(bPart 4.12(b) of the Disclosure ScheduleLetter; (ii) to the Knowledge of the Company and the Parent Seller, 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 Section 3.14(bPart 4.12(b) of the Disclosure Schedule; 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 Section 3.14(bPart 4.12(b) of the Disclosure ScheduleLetter; (iii) The the Company has not received, at any time since January 1, 2003, received any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(bPart 4.12(b) of the Disclosure Schedule 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 Section 3.14(bPart 4.12(b) of the Disclosure Schedule 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 each of Company and NexGen to own and use its assets and properties in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on in Part 3.14 of the Disclosure ScheduleLetter: (i) The Company is, and at all times since January 1, 2003, has been, in material full compliance with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesin all material respects; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and the Company, 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 the Company of, or a failure on the part of the Company to comply with, any Legal Requirement; Requirement in any material respect, 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 concerning of any Legal Requirementnature; and (iviii) The Company has not received, at received any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement; Requirement in any material respect, 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. (b) Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets or properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter is valid and in full force and effect. Except as set forth on in Part 3.14 of the Disclosure ScheduleLetter: (i) The Company is, and at all times since January 1, 2003 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) Part 3.14 of the Disclosure ScheduleLetter; (ii) to the Knowledge of the Company and the Parent Seller, no No event has occurred or circumstance exists that may (with or without notice or lapse of time): ) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule; 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 Section 3.14(b) Part 3.14 of the Disclosure ScheduleLetter; (iii) The Company has not received, at received any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication written) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule 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 Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter collectively constitute all of the 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 and properties in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on otherwise disclosed in the Disclosure ScheduleSeller SEC Reports filed prior to the date hereof, during the Ownership Period: (iA) The Company isBoth the Seller (with respect to the conduct and operations of the Business) and the Partnerships are, and at all times since January 1, 2003, has beenhave been during the Ownership Period, in material compliance with each Legal Requirement legal requirement that is or was applicable to it and is material or to the conduct or operation of its business the Business or the ownership or use of any of its assets or properties;assets, except where failure to comply would not result in a Material Adverse Effect. (iiB) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and the Company, no No event has occurred or circumstance exists during the Ownership Period that (with or without notice or lapse of time): ) (Ai) may constitute or result in a violation by the Company ofSeller and the Partnerships (or any of them) of any legal requirement with respect to the conduct and operation of the Business, or except where such violation would not result in a failure Material Adverse Effect on the part Partnerships (or any of the Company to comply with, any Legal Requirement; them) or (Bii) may give rise to any obligation on the part of the Company Seller and the Partnerships (or any of them) to undertake, or to bear all or any portion of the cost of, any remedial action concerning of any Legal Requirement; andnature with repect to the conduct or operations of Business, except where the cost of such remedial action would not have a Material Adverse Effect. (ivC) The Company Neither the Seller nor the Partnerships has not received, at any time since January 1, 2003, received any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication, from any Governmental Body Authority or any other Person regarding: person during the Ownership Period regarding (Ai) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement; legal requirement with respect to the conduct and operation of the Business, or (Bii) any actual, alleged, possible, or potential obligation on the part of the Company Seller and the Partnerships (or any of them) to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Section 3.14(b) of the Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets or properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(b) of the Disclosure Schedule is valid and in full force and effect. Except as set forth on the Disclosure Schedule: (i) The Company is, and at all times since January 1, 2003 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) of the Disclosure Schedule; (ii) to the Knowledge of the Company and the Parent Seller, 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 Section 3.14(b) of the Disclosure Schedule; 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 Section 3.14(b) of the Disclosure Schedule; (iii) The Company has not received, at any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication from any Governmental Body or any other Person regarding: (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made nature with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Section 3.14(b) conduct and operation of the Disclosure Schedule collectively constitute all of the 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 and properties in the manner in which it currently owns and uses such assetsBusiness.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on in Part 3.14(a) of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January 1June 30, 2003, 1997 has been, in material compliance with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets, except where the failure to comply, individually and in the aggregate, has not had and will not have a Material Adverse Effect; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and 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 the Company of, or a failure on the part of the Company to comply with, any Legal Requirement; , except for violations or failures which, individually and in the aggregate, would not have a Material Adverse Effect, (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 concerning of any nature or (C) may result in the imposition of lien against the Company or any its property under any Legal Requirement, except where the occurrence of such event or existence of such circumstance, individually or in the aggregate, would not have a Material Adverse Effect; and (iviii) The the Company has not received, at any time since January 1June 30, 20031997, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: 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.; and (b) Section Part 3.14(b) of the Disclosure Schedule Letter contains a complete and accurate list of each Governmental Authorization that is held by the Company or and that otherwise relates is material to the business of, or to any of the assets or properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section Part 3.14(b) of the Disclosure Schedule Letter is valid and in full force and effect. Except as set forth on in Part 3.14(b) of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January 1June 30, 2003 1997, has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section Part 3.14(b) of the Disclosure ScheduleLetter, except where the failure to comply, individually and in the aggregate, has not had and will not have a Material Adverse Effect; (ii) to the Knowledge of the Company and the Parent Seller, 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 Section 3.14(b) Part 3.14 of the Disclosure Schedule; Letter, except where such violations and failures to comply, individually and in the aggregate, would not have a Material Adverse Effect 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 Section Part 3.14(b) of the Disclosure ScheduleLetter; (iii) The the Company has not received, at any time since January 1June 30, 20031997, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication written) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and; (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section Part 3.14(b) of the Disclosure Schedule 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; and (v) Sellers know of no reason why the Governmental Authorizations held by the Company will not be reissued or transferred in the ordinary course if required as a result of the execution and consummation of this Agreement. The Governmental Authorizations listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business businesses in the manner it currently conducts conducted and operates operate such business businesses and to permit the Company to own and use its assets and properties in the manner in which it currently owns owned and uses such assetsused, except where the failure to have required Government Authorizations would not, individually or in the aggregate, result in a Material Adverse Effect.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on the Disclosure Schedule:in Schedule 3.12(a): (i) The Company is, and at all times since January 1, 2003, has been, in material compliance complied with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business the Business of the Company or the ownership or use of any of its assets the Acquired Assets or propertiesAssumed Liabilities, the failure to comply with which could result in Liabilities in excess of $5,000; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and the Company, 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 the Company of, or a failure on the part of the Company to comply with, any Legal Requirement; or (B) may give rise , the failure to any obligation on the part comply with which could result in Liabilities in excess of the Company to undertake, or to bear all or any portion of the cost of, any remedial action concerning any Legal Requirement$5,000; and (iviii) The Company has not received, at received any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: (A) regarding 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 the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Section 3.14(bSchedule 3.12(b) of the Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business Business of, or to any of the assets Acquired Assets or properties Assumed Liabilities owned or used by, the Company or that is necessary for the conduct of the Business by the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(bSchedule 3.12(b) of the Disclosure Schedule is valid and in full force and effect. Except as set forth on the Disclosure Schedule:in Schedule 3.12(b): (i) The Company is, and at all times since January 1, 2003 has been, in full compliance complied with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) of the Disclosure ScheduleSchedule 3.12(b); (ii) to the Knowledge of the Company and the Parent Seller, no No event has occurred or circumstance exists that may (with or without notice or lapse of time): (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 3.14(b) of the Disclosure Schedule; 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 Section 3.14(b) of the Disclosure ScheduleSchedule 3.12(b); (iii) The Company has not received, at received any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication written) from any Governmental Body or any other Person regarding: (A) regarding any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) of the Disclosure 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. The Governmental Authorizations listed in Section 3.14(b) of the Disclosure Schedule collectively constitute all of the 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 and properties in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) A. Except as set forth on in PART 3.14 of the Disclosure ScheduleLetter: (i) The To the Knowledge of each Seller, after due inquiry, the Acquired Company is, and at all times since January 1December 31, 20031992, has been, in material full compliance with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to To the Knowledge of the Parent Seller and the Companyeach Seller, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and the Companyafter due inquiry, no event has occurred or circumstance exists that (with or without notice or lapse of time): ) (A1) may constitute or result in a violation by the Acquired Company of, or a failure on the part of the Acquired Company to comply with, any Legal Requirement; Requirement or (B2) 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 concerning any Legal Requirement; and (iv) The Company has not received, at any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication, 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 Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The Acquired Company has not received, at any time since December 31, 1992, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (1) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement or (2) any actual, alleged, possible, or potential obligation on the part of the Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, the failure in either case of which would have a material adverse effect on the Acquired Company or its assets. (b) Section 3.14(b) B. PART 3.14 of the Disclosure Schedule Letter contains a complete and accurate list of each Governmental Authorization that is held by the Acquired Company or that otherwise relates to the business of, or to any of the assets or properties owned or used by, the Acquired Company. Each Governmental Authorization listed or required to be listed in Section 3.14(b) PART 3.14 of the Disclosure Schedule Letter is valid and in full force and effect. Except as set forth on in PART 3.14 of the Disclosure ScheduleLetter: (i) The Acquired Company is, and at all times since January 1December 31, 2003 1992, has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) PART 3.14 of the Disclosure ScheduleLetter; (ii) to the Knowledge of the Company and the Parent Seller, no No event has occurred or circumstance exists that may (with or without notice or lapse of time): ) (A1) 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 Section 3.14(b) PART 3.14 of the Disclosure Schedule; Letter or (B2) 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 Section 3.14(b) PART 3.14 of the Disclosure ScheduleLetter; (iii) The Acquired Company has not received, at any time since January 1December 31, 20031992, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication written) from any Governmental Body or any other Person regarding: regarding (A1) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; Authorization or (B2) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) PART 3.14 of the Disclosure Schedule 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 Section 3.14(b) PART 3.14 of the Disclosure Schedule Letter collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Acquired Company to own and use its assets and properties in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on in Part 3.12(a) of the Disclosure ScheduleLetter: (i) The the Company is, and at is in compliance in all times since January 1, 2003, has been, in material compliance respects with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and 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 material violation by the Company of, or a material failure on the part of the Company to comply in any material respect with, any 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 concerning of any Legal Requirementnature; and (iviii) The the Company has not received, at any time since January 1, 2003, received any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication, from any Governmental Body or any other Person regarding: 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. (b) Section 3.14(bPart 3.12(b) of the Disclosure Schedule 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 or properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(bPart 3.12(b) of the Disclosure Schedule Letter is valid and in full force and effect. Except as set forth on in Part 3.12(b) of the Disclosure ScheduleLetter: (i) The the Company is, and at is in compliance in all times since January 1, 2003 has been, in full compliance material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(bPart 3.12(b) of the Disclosure ScheduleLetter; (ii) to the Knowledge of the Company and the Parent Seller, 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 material failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 3.14(bPart 3.12(b) of the Disclosure Schedule; Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any material modification to, any Governmental Authorization listed or required to be listed in Section 3.14(bPart 3.12(b) of the Disclosure ScheduleLetter; (iii) The the Company has not received, at any time since January 1, 2003, received any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential material violation of or material 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 material modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(bPart 3.12(b) of the Disclosure Schedule 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 Section 3.14(bPart 3.12(b) of the Disclosure Schedule Letter collectively constitute all of the 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 and properties in the manner in which it currently owns and uses such assets. (c) The Company and its operations are in material compliance with all applicable Health Care Laws, except as otherwise disclosed in Part 3.12(c) of the Disclosure Letter. There is no investigation, hearing, inquiry, notice, audit, claim or other civil, criminal, administrative Proceeding pending, received or, to the Knowledge of the Company, threatened which could result in any fines, injunctions, civil or criminal penalties, investigations, or suspensions being imposed on the Company due to a violation of a Health Care Law. Neither the Company nor any of its officers, directors, employees or agents have, directly or indirectly, paid or delivered any fee, commission or other sum of money or remuneration, however characterized, to any Person or have taken any other action which in any manner materially violates any Health Care Law.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on in Part 3.5 and Part 3.15 of the Disclosure ScheduleLetter and except for Legal Requirements of the FDA and the FDCA: (i) The Company is, and at all times since January 1November, 2003, 1994 has been, in compliance in all material compliance respects with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and To the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and the Company'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 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 concerning of any material nature or (C) may result in the imposition of a material lien against the Company or any of its property under any Legal Requirement; and (iviii) The Company has not received, at any time since January 1, 2003November 1994, any written notice or other written communication or, to the Knowledge of the Company and Parent SellerCompany's Knowledge, any oral notice or other communication, from any Governmental Body or any other Person regarding: 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 material nature. (b) Section 3.14(b) Part 3.5 and Part 3.15 of the Disclosure Schedule contains Letter contain 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 or properties owned or used by, the Company. Each material Governmental Authorization listed or required to be listed in Section 3.14(b) Part 3.5 and Part 3.15 of the Disclosure Schedule Letter is valid and in full force and effect. Except as set forth on in Part 3.5 and Part 3.15 of the Disclosure ScheduleLetter: (i) The Company is, and at all times since January 1, 2003 November 1994 has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) Part 3.5 and Part 3.15 of the Disclosure Schedule;Letter. (ii) to To the Knowledge of the Company and the Parent SellerCompany'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 18 22 to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 3.14(b) Part 3.5 and Part 3.15 of the Disclosure Schedule; 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 Section 3.14(b) Part 3.5 and Part 3.15 of the Disclosure Schedule;Letter. (iii) The Company has not received, at any time since January 1November, 20031994, any written notice or other written communication or, to the Knowledge of the Company and Parent SellerCompany's Knowledge, any oral notice or communication other communication, from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and. (iv) all All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) Part 3.5 and Part 3.15 of the Disclosure Schedule Letter have been duly filed on a timely basis with the appropriate Governmental Bodiesfiled, 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 Bodiesmade. The Governmental Authorizations listed in Section 3.14(b) Part 3.5 and Part 3.15 of the Disclosure Schedule Letter collectively constitute all of the 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 and properties in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on in Part 3.13 of the Disclosure Schedule: (i) The Company CDT is, and at all times since January 1, 2003, has been, in material compliance with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and 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 the Company CDT of, or a failure on the part of the Company CDT to comply with, any Legal Requirement; , or (B) may give rise to any obligation on the part of the Company CDT to undertake, or to bear all or any portion of the cost of, any remedial action concerning of any Legal Requirementnature; and (iviii) The Company CDT has not received, at any time since January 1April 30, 20032001, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: 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 CDT to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Section 3.14(b) Part 3.13 of the Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by the Company CDT or that otherwise relates to the business ofBusiness, or to any of the assets or properties owned or used by, the CompanyCDT. Each Governmental Authorization listed or required to be listed in Section 3.14(b) Part 3.13 of the Disclosure Schedule is valid and in full force and effect. Except as set forth on in Part 3.13 of the Disclosure Schedule: (i) The Company CDT is, and at all times since January 1, 2003 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) Part 3.13 of the Disclosure Schedule; (ii) to the Knowledge of the Company and the Parent Seller, 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 Section 3.14(b) Part 3.13 of the Disclosure Schedule; , 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 Section 3.14(b) Part 3.13 of the Disclosure Schedule; (iii) The Company CDT has not received, at any time since January 1April 30, 20032001, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication written) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) Part 3.13 of the 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. The Governmental Authorizations listed in Section 3.14(b) Part 3.13 of the Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company CDT to lawfully conduct and operate its business Business in the manner it currently conducts and operates such business and to permit the Company CDT to own and use its assets and properties in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on in Part 3.14 of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January 1, 2003, 2001 has been, in material full compliance with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and 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 the Company of, or a failure on the part of the Company 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 concerning of any Legal Requirementnature; and (iviii) The the Company has not received, at any time since January 1, 20032001, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: 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. (b) Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets or properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter is valid and in full force and effect. Except as set forth on in Part 3.14 of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January 1, 2003 2001 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) Part 3.14 of the Disclosure ScheduleLetter; (ii) to the Knowledge of the Company and the Parent Seller, 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 Section 3.14(b) Part 3.14 of the Disclosure Schedule; 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 Section 3.14(b) Part 3.14 of the Disclosure ScheduleLetter; (iii) The the Company has not received, at any time since January 1, 20031999, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication written) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule 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 Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter collectively constitute all of the 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 to own and use its assets and properties in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on the Disclosure Schedulein Schedule 3.15: (i) The the Company is, and at all times since January 1its inception has been , 2003, has beenexcept for such noncompliance which does not have a material adverse effect on the Company, in material full compliance with each Legal Requirement including, without limitation all truth-in-lending requirements, that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales 's or inventory of the Company; (iii) to the Knowledge of the Parent Seller and the CompanySellers' 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 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 concerning of any Legal Requirementnature; and (iviii) The to Company's or Seller's Knowledge, the Company has not received, at any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: 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. (b) Section 3.14(b) of the Disclosure Schedule 3.15 contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets or properties owned or used by, by the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(b) of the Disclosure Schedule 3.15 is valid and in full force and effect. Except as set forth on the Disclosure Schedulein Schedule 3.15: (i) The the Company is, and at all times since January 1, 2003 has been, except for such noncompliance which does not have a material adverse effect on the Company, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) of the Disclosure ScheduleSchedule 3.15; (ii) to the Knowledge of the Company and the Parent SellerCompany's or Sellers' 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 Section 3.14(b) of the Disclosure Schedule; 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 listed or required to be listed in Section 3.14(b) of the Disclosure Schedule; (iii) The Company has not received, at any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication from any Governmental Body or any other Person regarding: (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) of the 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. The Governmental Authorizations listed in Section 3.14(b) of the Disclosure Schedule collectively constitute all of the 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 and properties in the manner in which it currently owns and uses such assets.,

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on in Part 3.14 of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January 1December 31, 20031991, has been, in material full compliance with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or properties; (ii) to the Knowledge of the Parent Seller and the Companyassets, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will except where any noncompliance does not have a material adverse effect on the current sales operations or inventory assets of the Company; ; (iiiii) to except where violations or failure would not have a material adverse effect on the Knowledge operations or assets of the Parent Seller and 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 the Company of, or a failure on the part of the Company 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 concerning of any Legal Requirementnature; and and (iviii) The the Company has not received, at any time since January 1December 31, 20031991, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: 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. (b) Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets or properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter is valid and in full force and effect. Except as set forth on in Part 3.14 of the Disclosure Schedule: Letter: (i) The the Company is, and at all times since January 1December 31, 2003 1991 has been, in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) Part 3.14 of the Disclosure Schedule; Letter; (ii) to the Knowledge of the Company and the Parent Seller, 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 Section 3.14(b) Part 3.14 of the Disclosure Schedule; 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 Section 3.14(b) Part 3.14 of the Disclosure Schedule; Letter; (iii) The the Company has not received, at any time since January 1December 31, 20031991, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication written) from any Governmental Body or any other Person regarding: 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 and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule 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 Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter collectively constitute all of the 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 and to permit the Company to own and use its assets and properties in the manner in which it currently owns and uses such assets, except where the failure to obtain such Governmental Authorization does not or will not have a material adverse effect on the operations or assets of the Company.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on the Disclosure Schedule:in Part 3.16(a): (i) The Company each Seller is, and at all times since January 1, 20032005, has been, in material compliance with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership ownership, lease, license or use of any of its assets or propertiesassets, including in regards to licenses to sell alcoholic beverages; (ii) to the Knowledge of the Parent each Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and 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 material violation by the Company such Seller of, or a failure on the part of the Company such Seller to comply in all material respects with, any Legal Requirement; Requirement or (B) may give rise to any obligation on the part of the Company such Seller to undertake, or to bear all or any portion of the cost of, any remedial action concerning of any Legal Requirementnature; and (iviii) The Company no Seller has not received, at any time since January 1, 20032005, any written notice or other written communication or(whether written, or to the Knowledge of the Company and Parent SellerSellers, any oral notice or communication, oral) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, possible or potential violation of, or failure to comply with, any Legal Requirement; Requirement or (B) any actual, alleged, possible, possible or potential obligation on the part of the Company any Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Section 3.14(bPart 3.16(b) of the Disclosure Schedule contains a complete and accurate list of each material Governmental Authorization that is held by the Company each Seller or that otherwise relates to the business ofBusiness or the Assets, including all Governmental Authorizations (whether or not material) that relate to any the sale of the assets or properties owned or used byalcoholic beverages (such Governmental Authorizations, the Company“Liquor Licenses”). Each Governmental Authorization listed or required to be listed in Section 3.14(bPart 3.16(b) of the Disclosure Schedule is valid and in full force and effect. Except as set forth on the Disclosure Schedule:in Part 3.16(b): (i) The Company each Seller is, and at all times since January 1, 2003 2005, has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) of the Disclosure SchedulePart 3.16(b); (ii) to the Knowledge of the Company and the Parent Seller, each Seller 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 Section 3.14(bPart 3.16(b) of the Disclosure 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 Section 3.14(b) of the Disclosure SchedulePart 3.16(b); (iii) The Company no Seller has not received, at any time since January 1, 20032005, any written notice or other communication (whether written communication or, to the Knowledge of the Company and Parent SellerSellers, any oral notice or communication oral) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; Authorization or (B) any actual, proposed, possible, possible or potential revocation, withdrawal, suspension, cancellation, termination of, of or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(bPart 3.16(b) of the 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. . (c) The Governmental Authorizations listed in Section 3.14(bPart 3.16(b) of the Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company each Seller 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 and properties Business in the manner in which it currently owns conducts and operates the Business, and to permit each Seller to own, operate, license and use its assets in the manner in which it currently owns, operates, licenses and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on the Disclosure Schedulein Schedule 3.14: (i) The the Acquired Company is, and at all times since January 1, 2003, has been, in material full compliance with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and the Company, no event has occurred or circumstance exists that to the best of Sellers' knowledge (with or without notice or lapse of time): ) (A) may constitute or result in a violation by the Acquired Company of, or a failure on the part of the Acquired Company to comply with, any Legal Requirement; , or (B) may give rise to any obligation on the part of the Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action concerning of any Legal Requirementnature; and (iviii) The the Acquired Company has not received, received at any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: 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 Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Section 3.14(b) of the Disclosure Schedule 3.14 contains a complete and accurate list of each Governmental Authorization that is held by the Acquired Company or that otherwise relates to the business of, or to any of the assets or properties owned owed or used by, the Acquired Company. Each Governmental Authorization listed or required to be listed in Section 3.14(b) of the Disclosure Schedule 3.14 is valid and in full force and effect. Except as set forth on the Disclosure Schedulein Schedule 3.14: (i) The the Acquired Company is, and at all times since January 1, 2003 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) of the Disclosure ScheduleSchedule 3.14; (ii) to the Knowledge of the Company and the Parent Seller, 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 Section 3.14(b) of the Disclosure Schedule; Schedule 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 Section 3.14(b) of the Disclosure ScheduleSchedule 3.14; (iii) The the Acquired Company has not received, received at any time since January 1, 2003, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication written) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or , (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Government Authorizations listed or required to be listed in Section 3.14(b) of the Disclosure 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. The Governmental Authorizations listed in Section 3.14(b) of the Disclosure Schedule 3.14 collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Acquired Company to own and use its assets and properties in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on the Disclosure Schedule:in Schedule 3.14(a): (i) The Company Seller is, and at all times since January 1, 20031995, has been, in material compliance with each Legal Requirement that is or was applicable to it and is material to the conduct or operation of its business the Procuren Operations, the ownership or use of the Product, or the ownership or use of any of its assets or properties; (ii) the other Assets, unless the failure to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates comply would not be reasonably expected to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory financial condition of the CompanyProcuren Operations or the Assets; (iiiii) to the Knowledge of the Parent Seller and the Company, no event has occurred or circumstance exists that may (with or without notice or lapse of time): ), the effect of which could reasonably expected to have a material adverse effect on the financial condition of the Procuren Operations or the Assets; (A) may constitute or result in a violation by the Company Seller of, or a failure on the part of the Company Seller to comply with, any Legal Requirement; Requirement in connection with the Procuren Operations or the ownership or use of the Product or any of the other Assets or (B) may give rise to any obligation on the part of the Company Seller to undertake, or to bear all or any portion of the cost of, any remedial action concerning of any Legal Requirement; andnature relating to the Procuren Operations, the Product or any of the other Assets. (iviii) The Company Seller has not received, at any time since January 1, 20031995, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement; Requirement in connection with the Procuren Operations or the ownership or use of the Product or any of the other Assets, or (B) any actual, alleged, possible, or potential obligation on the part of the Company Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any naturenature relating to the Procuren Operations, the Product or any of the other Assets. (b) Section Schedule 3.14(b) of the Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise Seller which relates to the business ofProcuren Operations, the Product or to any of the assets or properties owned or used by, the Companyother Assets. Each Governmental Authorization listed or required to be listed in Section Schedule 3.14(b) of the Disclosure Schedule is valid and in full force and effect. Except as set forth on the Disclosure Schedule:in Schedule 3.14(b): (i) The Company Seller is, and at all times since January 1, 2003 1995, has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified listed or required to be identified listed in Section Schedule 3.14(b) ), unless the failure to comply would not be reasonably expected to have a material adverse effect on the financial condition of the Disclosure ScheduleProcuren Operations or the Assets; (ii) to the Knowledge of the Company and the Parent Seller, no event has occurred or circumstance exists that may (with or without notice or lapse of time): ), the effect of which could reasonably be expected to have a material adverse effect on the financial condition of the Procuren Operations or the Assets: (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 Section on Schedule 3.14(b) of the Disclosure Schedule; ), 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 Section pursuant to Schedule 3.14(b) of the Disclosure Schedule); (iii) The Company Seller has not received, at any time since January 1, 20031995, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any oral notice or communication from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section Schedule 3.14(b) of the 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. The Except as set forth on Schedule 3.14(b), the Governmental Authorizations listed in Section Schedule 3.14(b) of the Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company Seller to lawfully conduct and operate its business in the manner it currently conducts and operates such business Procuren Operations and to permit the Company Seller to own and use its assets the Product and properties the other Assets in the manner in which it currently owns and uses such assetsthe Product and the other Assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth on in Part 3.14 of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January October 1, 2003, 1996 has been, in material full compliance with each Legal Requirement that is or was applicable to it and is material or to the conduct or operation of its business or the ownership or use of any of its assets or propertiesassets; (ii) to the Knowledge of the Parent Seller and the Company, the Restriction of Hazardous Substances (RoHS), as mandated by the Directive 2002/95/EC of the European Parliament and of the Council of January 27, 2003, as it relates to the restriction of the use of certain hazardous substances in the manufacturing and distribution of electrical and electronic equipment in the European Union, will not have a material adverse effect on the current sales or inventory of the Company; (iii) to the Knowledge of the Parent Seller and 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 the Company of, or a failure on the part of the Company 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 concerning of any Legal Requirementnature; and (iviii) The the Company has not received, at any time since January October 1, 20031996, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication, written) from any Governmental Body or any other Person regarding: 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. (b) Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets or properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter is valid and in full force and effect. Except as set forth on in Part 3.14 of the Disclosure ScheduleLetter: (i) The the Company is, and at all times since January 1May 31, 2003 1997 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) Part 3.14 of the Disclosure ScheduleLetter; (ii) to the Knowledge of the Company and the Parent Seller, 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 Section 3.14(b) Part 3.14 of the Disclosure Schedule; 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 Section 3.14(b) Part 3.14 of the Disclosure ScheduleLetter; (iii) The the Company has not received, at any time since January 1May 31, 20031997, any written notice or other written communication or, to the Knowledge of the Company and Parent Seller, any (whether oral notice or communication written) from any Governmental Body or any other Person regarding: regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the any Governmental Authorizations listed or required to be listed in Section 3.14(b) Part 3.14 of the Disclosure Schedule 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 Section 3.14(b) Part 3.14 of the Disclosure Schedule Letter collectively constitute all of the 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 to own and use its their assets and properties in the manner in which it they currently owns own and uses use such assets.