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

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ---------------- (i) The Company is, and at all times since the date of the Year-End Balance Sheet, has been, in compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company or the ownership or use of any of its Assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement; and (iii) The Company has not received, at any time since the date of the Year-End Balance Sheet, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement. (b) Schedule 3.14(b) 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 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 Schedule 3.14(b) --------------- is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ---------------- (i) The Company is, and at all times since the date of the Year-End Balance Sheet, has been, in compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b); ---------------- (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(b); ---------------- (iii) The Company has not received, at any time since the date of the Year-End Balance Sheet, any notice or other communication (whether oral or written) from any Governmental Body regarding any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 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.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------Part 3.13 of the Disclosure Letter: (i) The the Company is, and at all times since the date of the Year-End Balance SheetDecember 31, 1995 has been, in full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetDecember 31, 1997, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.14(b) Part 3.13 of the Disclosure Letter 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 assets 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 Schedule 3.14(b) --------------- Part 3.13 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ----------------Part 3.13 of the Disclosure Letter: (i) The the Company is, and at all times since the date of the Year-End Balance SheetDecember 31, 1997 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b); ----------------Part 3.13 of the Disclosure Letter; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(b); ----------------Part 3.13 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter; (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetDecember 31, 1997, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 Part 3.13 of the Disclosure Letter have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.13 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------Part 3.14 of the Disclosure Letter: (i) The the Company is, and at all times since the date of the Year-End Balance SheetSeptember 30, 1997 has been, in full compliance in all material respects with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by the Company of, or a material failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any 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 (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetSeptember 30, 1997, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement, (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, or (C) either to revoke, withdraw or suspend any license to operate the Company or any of its assets, or to terminate or decertify or exclude from any participation of the Company in Medicare, Medicaid, CHAMPUS or other governmental health care programs. (b) Schedule 3.14(b) Part 3.14 of the Disclosure Letter 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 assets 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 Schedule 3.14(b) --------------- Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ----------------Part 3.14 of the Disclosure Letter: (i) The the Company is, and at all times since the date of the Year-End Balance SheetJanuary 1, 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 Schedule 3.14(b); ----------------Part 3.14 of the Disclosure Letter; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a 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 Schedule 3.14(b); ----------------Part 3.14 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter; (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetJanuary 1, 1994, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------Part 3.12(a)) of the Disclosure Letter: (i) The the Company is, and at all times since the date of the Year-End Balance SheetDecember 31, 2004 has been, in compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the its Business of the Company or the ownership or use of any of its assets, including but not limited to compliance with all Licenses; and (ii) the Company has not received, at any time since December 31, 2003 any notice or other written communication from any Governmental Body or any other Person regarding any violation of, or failure to comply with, any Legal Requirement. (b) Part 3.12(b) of the Disclosure Letter contains a complete and accurate list of each material Governmental Authorization, including but not limited to the Licenses, that is held by the Company or that otherwise relates to the Acquired Assets. Each Governmental Authorization listed or required to be listed in Part 3.12(b) of the Disclosure Letter is valid and in full force and effect, and will remain valid and in full force and effect upon the consummation of the Contemplated Transactions. Except as set forth in Part 3.12(b) of the Disclosure Letter: (i) the Company is, and at all times since December 31, 2003 has been, in compliance in all material respects with the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.12(b) of the Disclosure Letter; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute (A) constitutes or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement; and (iii) The Company has not received, at any time since the date of the Year-End Balance Sheet, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement. (b) Schedule 3.14(b) 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 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 Schedule 3.14(b) --------------- is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ---------------- (i) The Company is, and at all times since the date of the Year-End Balance Sheet, has been, in compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b); ---------------- (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result results directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(b); ----------------Part 3.12(b) of the Disclosure Letter or (B) results directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.12(b) of the Disclosure Letter; (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetDecember 31, 2002, any notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 Part 3.12(b) of the Disclosure Letter and for renewal of the Licenses have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies (c) The Governmental Authorizations listed in Part 3.12(b) of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to lawfully conduct and operate the Business in the manner currently conducted and operated and to permit the Company and (after Closing) the Buyer to own and use the Acquired Assets in the manner in which the Company currently owns and uses the Acquired Assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule Part 3.14(a): ----------------) of the Disclosure Letter: (i) The Company is, and at all times since the date of the Year-End Balance SheetDecember 31, 2003 has been, in compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets, including but not limited to, compliance with all Licenses; (ii) the Company has not received, at any time since December 31, 2002 any notice or other written communication from any Governmental Body or any other Person regarding any violation of, or failure to comply with, any Legal Requirement. (b) Part 3.14(b) of the Disclosure Letter contains a complete and accurate list of each material Governmental Authorization, including, but not limited to the Licenses, that is held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Part 3.14(b) of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14(b) of the Disclosure Letter: (i) the Company is, and at all times since December 31, 2003 has been, in compliance in all material respects with the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14(b) of the Disclosure Letter; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute (A) constitutes or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement; and (iii) The Company has not received, at any time since the date of the Year-End Balance Sheet, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement. (b) Schedule 3.14(b) 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 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 Schedule 3.14(b) --------------- is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ---------------- (i) The Company is, and at all times since the date of the Year-End Balance Sheet, has been, in compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b); ---------------- (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result results directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule Part 3.14(b); ----------------) of the Disclosure Letter or (B) results directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.14(b) of the Disclosure Letter; (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetDecember 31, 2002, any notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 Part 3.14(b) of the Disclosure Letter and for renewal of the Licenses have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental BodiesBodies The Governmental Authorizations listed in Part 3.14(b) of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner currently conducted and operate such business and to permit the Company to own and use its assets in the manner in which its currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------Part 3.14 of the Disclosure Letter: (i1) The the Company is, and at all times since the date of the Year-End Balance SheetJanuary 1, 1998 has been, in full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets, except for such non-compliance as shall not have a Material Adverse Effect; (ii2) no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute (A) constitutes or will result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) will give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii3) The the Company has not received, at any time since the date of the Year-End Balance SheetJanuary 1, 1998, any notice or other communication (whether oral or written) from any Governmental Body governmental body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal RequirementRequirement by the Company, 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) Schedule 3.14(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each ---------------- Governmental Authorization governmental authorization that is held by the Company or that otherwise relates to the Business of, or to any of the Assets owned or used by, the Company or that is necessary for the conduct of the Business by the Company. Each Governmental Authorization governmental authorization listed or required to be listed in Schedule 3.14(b) --------------- Part 3.14 of the Disclosure Letter is valid and in full force and effect. The governmental authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the governmental authorizations necessary to permit the Company to lawfully operate its business in the manner it currently operates such business in all material respects. Except as set forth in Schedule 3.14(b): ----------------Part 3.14 of the Disclosure Letter: (i1) The the Company is, and at all times since the date of the Year-End Balance SheetJanuary 1, 1998 has been, in material compliance with all of the terms and requirements of each Governmental Authorization governmental authorization identified or required to be identified in Schedule 3.14(b); ----------------Part 3.14 of the Disclosure Letter; (ii2) no event has occurred or circumstance exists that may will (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply in all material respects with any material term or requirement of any Governmental Authorization governmental authorization listed or required to be listed in Schedule 3.14(b); ----------------Part 3.14 of the Disclosure 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 Part 3.14 of the Disclosure Letter; (iii3) The the Company has not received, at any time since the date of the Year-End Balance SheetJanuary 1, 1998, any notice or other communication (whether oral or written) from any Governmental Body 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 Authorizationmaterial governmental authorization by the Company, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any material governmental authorization of the Company; and (iv4) all applications required to have been filed for the renewal of the Governmental Authorizations governmental authorizations listed or required to be listed in Schedule Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations governmental authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in on Schedule 3.14(a): ----------------3.15: (i) The the Company is, and at all times since the date of the Year-End Balance SheetJanuary 1, 1992 has been, in full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The to the Knowledge of Sellers and the Company, the Company has not received, at any time since the date of the Year-End Balance SheetJanuary 1, 1992, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.14(b) 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 business of, or to any of the Assets assets 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 on Schedule 3.14(b) --------------- 3.15 is valid and in full force and effect. Except as set forth in on Schedule 3.14(b): ----------------3.15: (i) The the Company is, and at all times since the date of the Year-End Balance SheetJanuary 1, 1992 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in on Schedule 3.14(b); ----------------3.15; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed on 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 on Schedule 3.14(b); ----------------3.15; (iii) The to the Knowledge of Sellers and the Company, the Company has not received, at any time since the date of the Year-End Balance SheetJanuary 1, 1992, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in on Schedule 3.14 3.15 have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed on Schedule 3.15 collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its businesses in the manner they currently conduct and operate such businesses and to permit the Company to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------Part 3.17(a): (i) The Company Seller is, and at all times since the date of the Year-End Balance SheetDecember 31, 2003 has been, in compliance in all material respects with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) to Seller's Knowledge no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company Seller of, or a failure on the part of the Company Seller to comply with, any material Legal RequirementRequirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The Company Seller has not received, at any time since the date of the Year-End Balance SheetDecember 31, 2003, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, possible or potential violation of, or failure to comply with, any material Legal RequirementRequirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.14(bPart 3.17(b) contains a complete and accurate list of each ---------------- Governmental Authorization that is held by the Company Seller or that otherwise relates to Seller's business or the Business of, or to any of the Assets owned or used by, the Company or that is necessary for the conduct of the Business by the CompanyAssets. Each Governmental Authorization listed or required to be listed in Schedule 3.14(bPart 3.17(b) --------------- is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ----------------Part 3.17(b): (i) The Company Seller is, and at all times since the date of the Year-End Balance SheetDecember 31, 2003 has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(bPart 3.17(b); ----------------; (ii) to Seller and Shareholder's Knowledge, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(bPart 3.17(b) or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.17(b); ----------------; (iii) The Company Seller has not received, at any time since the date of the Year-End Balance SheetDecember 31, 2003, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 Part 3.17(b) have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.17(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate its business in the manner in which it currently conducts and operates such business and to permit Seller to own and use its assets in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule Part 3.14(a): ----------------): (i) The Company Each Seller is, and at all times since the date of the Year-End Balance SheetJanuary 1, 2011, has been, in compliance in all material respects with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company or the ownership or use of any of its the Assets; (ii) To Sellers’ Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may (A) constitute or result in a violation by the Company any Seller of, or a failure on the part of the Company any Seller to comply in all material respects with, any material Legal RequirementRequirement or (B) give rise to any obligation on the part of any Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The Company No Seller has not received, at any time since the date of the Year-End Balance SheetJanuary 1, 2011, any notice or other communication (whether oral or writtenwritten or, to Sellers’ Knowledge, oral) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, possible or potential violation of, or failure to comply with, any material Legal RequirementRequirement in connection with the Business or the Assets or (B) any actual, alleged, possible or potential obligation on the part of any Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with the Business or the Assets. (b) Schedule Part 3.14(b) contains a complete and accurate list of each ---------------- Governmental Authorization that is held by the Company or that otherwise each Seller and relates to the Business of, or to any of the Assets owned or used by, the Company or that is necessary for the conduct of the Business by the CompanyAssets. Each Governmental Authorization listed or required to be listed in Schedule Part 3.14(b) --------------- is valid and in full force and effecteffect in accordance with its terms. Except as set forth in Schedule Part 3.14(b): ----------------): (i) The Company Each Seller is, and at all times since the date of the Year-End Balance SheetJanuary 1, 2011, has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule Part 3.14(b); ----------------; (ii) To Sellers’ Knowledge, no event has occurred or circumstance exists that may would reasonably be expected to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any material term or requirement of any Governmental Authorization listed in Part 3.14(b) or required to be (B) result in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed in Schedule Part 3.14(b); ---------------- (iii) The Company has not received, at any time since the date of the Year-End Balance Sheet, any notice or other communication (whether oral or written) from any Governmental Body regarding any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; and (ivc) The Governmental Authorizations listed in Part 3.14(b) collectively constitute all applications required to have been filed for the renewal of the Governmental Authorizations listed necessary to permit Sellers to lawfully conduct and operate the Business in the manner in which they conduct and operate the Business and to permit Sellers to own and use the Assets in the manner in which they own and use the Assets. The representations and warranties contained in this Section 3.14 shall not relate to matters arising under the Code or required to be listed ERISA, as such matters are covered by the representations and warranties contained in Schedule 3.14 have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, Sections 3.11 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 Bodies3.13 respectively.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------Section 3.13(a) of the Disclosure Schedule: (i) The Company is, and at all times since the date of the Year-End Balance SheetJanuary 1, 2007 has been, in compliance in all material respects with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company or the ownership or use of any of its the Purchased Assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by the Company of, or a failure on the part of the Company to comply in any material respect with, any material Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetJanuary 1, 2007, any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of it to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Section 3.13(b) of the Disclosure Schedule 3.14(b) contains a complete and accurate list of each ---------------- Governmental Authorization that is held by the Company relating to the Business or that otherwise relates to the Business of, or to any of the Assets owned or used by, the Company or that is necessary for the conduct of the Business by the CompanyPurchased Assets. Each Governmental Authorization listed or required to be listed in Section 3.13(b) of the Disclosure Schedule 3.14(b) --------------- is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ----------------Section 3.13(b) of the Disclosure Schedule: (i) The the Company is, and at all times since the date of the Year-End Balance SheetJanuary 1, 2007 has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b); ----------------Section 3.13(b) of the Disclosure Schedule; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation of or a failure to comply in any material respects with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(b); ----------------Section 3.13(b) of the Disclosure Schedule, or (B) result in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Section 3.13(b) of the Disclosure Schedule; (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetJanuary 1, 2007, any written notice or other communication (whether oral or written) from any Governmental Body 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 3.13(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. (c) The Governmental Authorizations listed in Section 3.13(b) of the Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate the Business in the manner currently conducted and to permit the Company to own and use the Purchased Assets in the manner in which it currently owns and uses the Purchased Assets. (d) Section 3.13(d) of the Disclosure Schedule contains a true, correct and complete list of all products manufactured and/or sold by the Company which are listed on the United States Munitions List (Part 121 of the International Traffic in Arms Regulations (“ITAR”)), together with the correct ITAR category number for each listed product. Section 3.13(d) of the Disclosure Schedule also lists the current, correct registration code of the Company’s parent issued by the Directorate of Defense Trade Controls pursuant to Part 122 of ITAR, which registration code also covers the Company and which registration is not transferable to Buyer. The Company has operated the Business in compliance with all federal laws, regulations and rules relating to the export of products and information and has not exported any products or technical information requiring a license from any US governmental agency.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ---------------- Section 3.10 of the Company Disclosure Letter and except where the failure to comply would not have a Material Adverse Effect on the Company: (i) The the Company is, and at all times since the date of the Year-End Balance SheetDecember 31, 2002, has been, in compliance in all material respects with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assets; assets; (ii) no event has occurred or circumstance exists that (with A) constitutes or without notice or lapse of time) may constitute or result results in a material violation by the Company of, or a failure on the part of the Company to materially comply within any respect 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 material Legal Requirementremedial action of any nature; and and (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetDecember 31, 2002, any written notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, actual or potential alleged material violation of, of or failure to materially comply with, any material Legal Requirement., or (B) any actual or alleged obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; (b) Schedule 3.14(b) Section 3.10 of the Company Disclosure Letter contains a complete and accurate list of each ---------------- material Governmental Authorization that is held by the Company or that otherwise relates to the Business of, or to any of the Assets owned or used by, the Company or that is necessary for the conduct of the Business by the Company. Each material Governmental Authorization listed or required to be listed in Schedule 3.14(b) --------------- Section 3.10 of the Company Disclosure Letter is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ---------------- Section 3.10 of the Company Disclosure Letter: (i) The the Company is, and at all times since the date of the Year-End Balance SheetDecember 31, 2002, has been, been in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b)Section 3.10 of the Company Disclosure Letter; ---------------- (ii) no event has occurred or circumstance exists that may (with A) constitutes or without notice or lapse of time) constitute or result results directly or indirectly in a material violation of of, or a material failure to comply with any term or requirement of any Governmental Authorization listed in Section 3.10 of the Company Disclosure Letter, or required to be (B) may result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any material modification to, any Governmental Authorization listed in Schedule 3.14(b)Section 3.10 to the Company Disclosure Letter; ---------------- (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetDecember 31, 2002, any written notice or other communication (whether oral or written) from any Governmental Body regarding (A) any actual, alleged, possible, actual or potential alleged material violation of or material failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual or proposed revocation, withdrawal, suspension, cancellation, termination of, or material modification to any Governmental Authorization; and and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations Authorization listed or required to be listed in Schedule 3.14 Section 3.10 of the Company Disclosure Letter have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Section 3.10 in the Company Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in substantially the same manner it currently conducts and operates such business and to permit the Company to own and use its assets in the same manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------Part 3.14 of the Disclosure Letter: (i) The each Acquired Company is, and at all times since the date of the Year-End Balance SheetDecember 31, 1997 has been, in full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the any Acquired Company of, or a failure on the part of the any Acquired Company to comply with, any material Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The no Acquired Company has not received, at any time since the date of the Year-End Balance SheetDecember 31, 1997, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement. (b) Schedule 3.14(b) 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 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 Schedule 3.14(b(B) --------------- is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ---------------- (i) The Company is, and at all times since the date of the Year-End Balance Sheet, has been, in compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b); ---------------- (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(b); ---------------- (iii) The Company has not received, at any time since the date of the Year-End Balance Sheet, any notice or other communication (whether oral or written) from any Governmental Body regarding any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement obligation on the part of any Governmental Authorization; andAcquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (ivb) all applications required to have been filed for the renewal Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorizations listed Authorization that is held by any Acquired Company or required that otherwise relates to be listed in Schedule 3.14 have been duly filed on a timely basis with ------------- the appropriate Governmental Bodiesbusiness of, and all other filings required or to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with any of the appropriate Governmental Bodies.assets owned or used by, any Acquired Company. Each

Compliance with Legal Requirements; Governmental Authorizations. (a) A. Except as set forth in Schedule 3.14(a): ----------------SCHEDULE 3.11 of the Disclosure Schedule: (i) The Company is, and at all times since the date of the Year-End Balance SheetFebruary 26, 1999,, has been, in full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) no No event has occurred or circumstance exists that (with or without notice or lapse of time) (1) 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 material Legal RequirementRequirement or (2) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The Company Seller has not received, at any time since the date of the Year-End Balance SheetFebruary 26, 1999, 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 material Legal Requirement. Requirement or (b2) Schedule 3.14(b) contains a complete and accurate list any actual, alleged, possible, or potential obligation on the part of each ---------------- Governmental Authorization that is held by the Company or that otherwise relates Seller to the Business ofundertake, or to bear all or any portion of the Assets owned or used bycost of, the Company or that is necessary for the conduct any remedial action of the Business by the Company. Each Governmental Authorization listed or required to be listed in Schedule 3.14(b) --------------- is valid and in full force and effect. any nature. B. SCHEDULE 3.11 Except as set forth in Schedule 3.14(b): ----------------SCHEDULE 3.11 of the Disclosure Schedule: (i) The Company is, and at all times since the date of the Year-End Balance SheetFebruary 26, 1999, has been, in full compliance with all of the terms and requirements of each any applicable Governmental Authorization identified or required to be identified in Schedule 3.14(b); ----------------Authorization; (ii) no No event has occurred or circumstance exists that may (with or without notice or lapse of time) (1) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any applicable Governmental Authorization listed or required to be listed (2) result directly or indirectly in Schedule 3.14(b); ----------------the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any applicable Governmental Authorization; (iii) The Company Seller has not received, at any time since the date of the Year-End Balance SheetFebruary 26, 1999, 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 term or requirement of any Governmental Authorization or (2) 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 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 Seller has obtained any Governmental Authorizations necessary to permit the Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Company to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except To each Seller's Knowledge, except as set forth in Schedule 3.14(a): ----------------Part 3.14 (a) of the Disclosure Letter: (i) The the Company is, and at all times since the date of the Year-End Balance SheetJanuary 1, 1995 has been, in full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) since January 1, 1995, no event has occurred or circumstance exists that (with or without notice or lapse of timeA) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetJanuary 1, 1995, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement, or (B) any actual, alleged, 23 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) Schedule Part 3.14(b) of the Disclosure Letter contains a complete and accurate list of each ---------------- material Governmental Authorization (and the expiration date thereof) that is held by the Company or that otherwise relates to the Business business of, or to any of the Assets assets owned or used by, the Company or that is necessary for the conduct of the Business by the Company. Each To each Seller's knowledge, each Governmental Authorization listed or required to be listed in Schedule Part 3.14(b) --------------- of the Disclosure Letter is valid and in full force and effect. Except To each Seller's Knowledge, except as set forth in Schedule 3.14(b): ----------------Part 3.14 of the Disclosure Letter: (i) The the Company is, and at all times since the date of the Year-End Balance SheetJanuary 1, 1995 has been, in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule Part 3.14(b); ----------------) of the Disclosure Letter; (ii) since January 1, 1995, no event has occurred or circumstance exists that may (with or without notice or lapse of timeA) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed in Part 3.14(b) of the Disclosure Letter, or required to be (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed in Schedule Part 3.14(b); ----------------) of the Disclosure Letter; (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetJanuary 1, 1995, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any 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) since January 1, 1995, all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 Part 3.14(b) of the Disclosure Letter have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, Bodies and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. (v) the Governmental Authorizations listed in Part 3.14(b) of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------5.12: (i) The the Subject Company is, and at all times since the date of the Year-End Balance SheetJanuary 1, 1996 has been, in all material respects, in compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) to the Knowledge of the Sellers, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Subject Company of, or a failure on the part of the Subject Company to comply with, any material Legal RequirementRequirement or (B) may give rise to any obligation on the part of the Subject Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The the Subject Company has not received, at any time since January 1, 1996, any written or, to the date Knowledge of the Year-End Balance SheetSellers, any other notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, possible or potential material violation of, or material failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential material Legal Requirement. (b) Schedule 3.14(b) contains a complete and accurate list obligation on the part of each ---------------- Governmental Authorization that is held by the Subject Company or that otherwise relates to the Business ofundertake, or to bear all or any portion of the Assets owned or used bycost of, the Company or that is necessary for the conduct any remedial action of the Business by the Company. Each Governmental Authorization listed or required to be listed in Schedule 3.14(b) --------------- is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ----------------any nature. (i) The the Subject Company is, and at all times since the date of the Year-End Balance SheetJanuary 1, 1996, has been, in all material respects, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b); ----------------5.12; (ii) to the Knowledge of the Sellers, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(b); ----------------5.12 or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 5.12; (iii) The the Subject Company has not received, at any time since January 1, 1996, any written or, to the date Knowledge of the Year-End Balance SheetSellers, any other notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, possible or potential 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 modification to any Governmental Authorization; and (iv) all material applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 5.12 have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other material filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 5.12 collectively constitute all of the material Governmental Authorizations necessary to permit the Subject Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Subject Company to own and use its assets in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------Part 3.14 of the Disclosure Letter: (i) The the Company is, and at all times since the date of the Year-End Balance SheetMarch 31, 1999 has been, in full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetMarch 31, 1999, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.14(b) Part 3.14 of the Disclosure Letter 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 assets 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 Schedule 3.14(b) --------------- Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ----------------Part 3.14 of the Disclosure Letter: (i) The the Company is, and at all times since the date of the Year-End Balance SheetMarch 31, 1999 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b); ----------------Part 3.14 of the Disclosure Letter; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(b); ----------------Part 3.14 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter; (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetMarch 31, 1999, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, terminatin of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Disclosure 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 in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------Part 3.14 of the Disclosure Letter: (i) The the Company is, and at all times since the date of the Year-End Balance SheetDecember 31, 1997 has been, in full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetDecember 31, 1997, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.14(b) Part 3.14 of the Disclosure Letter 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 assets 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 Schedule 3.14(b) --------------- Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ----------------Part 3.14 of the Disclosure Letter: (i) The the Company is, and at all times since the date of the Year-End Balance SheetDecember 31, 1997 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b); ----------------Part 3.14 of the Disclosure Letter; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(b); ----------------Part 3.14 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter; (iii) The the Company has not received, at any time since the date of the Year-End Balance SheetDecember 31, 1997, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Disclosure 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 in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------2.14: (i) The Each Acquired Company is, and at all times since the date of the Year-End Balance SheetDecember 31, 1992, has been, in full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) no No event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the an Acquired Company of, or a failure on the part of the any Acquired Company to comply with, any material Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The No Acquired Company has not received, at any time since the date of the Year-End Balance SheetDecember 31, 1992, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.14(b) 2.14 contains a complete and accurate list of each ---------------- Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Business business of, or to any of the Assets assets owned or used by, the Company or that is necessary for the conduct of the Business by the any Acquired Company. Each Governmental Authorization listed or required to be listed in Schedule 3.14(b) --------------- 2.14 is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ----------------2.14: (i) The Each Acquired Company is, and at all times since the date of the Year-End Balance SheetDecember 31, 1992, has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b); ----------------2.14; (ii) no No event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(b); ----------------2.14, 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 Schedule 2.14; (iii) The No Acquired Company has not received, at any time since the date of the Year-End Balance SheetDecember 31, 1992, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 2.14 have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 2.14 collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------3.11(a): (i) The the Company is, and at all times since July 4, 2007, and to the date knowledge of Seller and the Year-End Balance SheetCompany since December 30, 2003, has been, in full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any material Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) The the Company has not received, at any time since July 4, 2007, and to the date knowledge of Seller and the Year-End Balance SheetCompany since December 30, 2003, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Schedule 3.14(b3.11(b) 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 assets owned or used by, the Company or that is necessary for the conduct of the Business by the Company. Each such Governmental Authorization listed or required to be listed in Schedule 3.14(b) --------------- is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ----------------. (i) The Company is, and at all times since July 4, 2007, and to the date knowledge of Seller and the Year-End Balance SheetCompany since December 30, 2003, has been, in full compliance with all of the terms and requirements of each such Governmental Authorization identified or required to be identified in Schedule 3.14(b); ----------------Authorization; (ii) no No event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any such Governmental Authorization listed Authorization, or required to be listed (B) result directly or indirectly in Schedule 3.14(b); ----------------the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any such Governmental Authorization; (iii) The Company has not received, at any time since July 4, 2007, and to the date knowledge of Seller and the Year-End Balance SheetCompany since December 30, 2003, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all All applications required to have been filed for the renewal of the all such Governmental Authorizations listed or required to be listed in 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. (c) Seller has, and has caused the Company to, make all filings required by Legal Requirements to be made by them in order to consummate the Contemplated Transactions..

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------4.9(a): (i) The to its Knowledge, the Company is, and at all times since the date of the Year-End Balance Sheet, has been, in full material compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) to its Knowledge, the Company has not received at any time since January 1, 2005 any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (a) any actual, alleged, possible, or potential material violation of, or failure to materially 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) Schedule 4.9(b), to its Knowledge, contains a complete and accurate list of each Governmental Authorization that is held by the Company or, to the extent necessary to enable the Company to operate in the manner presently conducted, by any of the Sellers. Each Governmental Authorization listed or required to be listed in Schedule 4.9(b) is valid and in full force and effect. To its Knowledge except as set forth in Schedule 4.9(b): (i) the Company is, and at all times since January 1, 2005 has been, in full material compliance with all of the material terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 4.9(b); (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute (A) constitutes or result in a violation by the Company of, or a failure on the part of the Company could reasonably be expected to comply with, any material Legal Requirement; and (iii) The Company has not received, at any time since the date of the Year-End Balance Sheet, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement. (b) Schedule 3.14(b) 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 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 Schedule 3.14(b) --------------- is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ---------------- (i) The Company is, and at all times since the date of the Year-End Balance Sheet, has been, in compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b); ---------------- (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(b4.9(b); ----------------, except for any one or more violations or failures which singularly or in the aggregate did not or will not have a Material Adverse Effect, or (B) could reasonably be expected to result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 4.9(b); (iii) The Company has not received, at any time since the date of the Year-End Balance Sheet, any notice or other communication (whether oral or written) from any Governmental Body regarding any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 4.9(b) have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 4.9(b) 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 in the manner in which it currently owns and uses such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule Part 3.14(a): ----------------): (i) The Company is, and Seller has operated the Business at all times since the date of the Year-End Balance SheetJanuary 1, has been2004, in material compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company or the ownership or use of any of its the Assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company Seller of, or a failure on the part of the Company Seller to comply with, any material Legal RequirementRequirement applicable to the Business or the Assets, or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to the Business or affecting the Assets; and (iii) The Company Seller has not received, at any time since the date of the Year-End Balance SheetJanuary 1, 2004, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal RequirementRequirement affecting the Business or the Assets, or (B) any actual, alleged, possible, or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature with respect to the Business or affecting the Assets. (b) Schedule Part 3.14(b) contains a complete and accurate list of each ---------------- Governmental Authorization that is held by the Company Seller or that otherwise relates to the Business of, or to any of the Assets owned or used by, the Company or that is necessary for the conduct of the Business by the CompanyAssets. Each Governmental Authorization listed or required to be listed in Schedule Part 3.14(b) --------------- is valid and in full force and effect. Except as set forth in Schedule Part 3.14(b): ----------------): (i) The Company Seller is, and at all times since the date of the Year-End Balance SheetJanuary 1, 2004, has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule Part 3.14(b); ----------------; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule Part 3.14(b) or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.14(b); ----------------; (iii) The Company Seller has not received, at any time since the date of the Year-End Balance SheetJanuary 1, 2004, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental AuthorizationAuthorization listed or required to be listed in Part 3.14(b), or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization listed or required to be listed in Part 3.14(b); and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 Part 3.14(b) have been duly filed on a timely basis with ------------- the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses such Assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------3.8(a): (i) The Company is, and at all times since the date of the Year-End Balance Sheet, has been, its subsidiaries are each in compliance in all material respects with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets; (ii) To the Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may would reasonably be expected to constitute or result in a violation by the Company or any of its subsidiaries of, or a failure on the part of the Company or any of its subsidiaries to comply with, any material Legal Requirement; and (iii) The Neither the Company nor any of its subsidiaries has not received, at any time since the date of the Year-End Balance SheetJanuary 1, 2000, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement. (b) Schedule 3.14(b3.8(b) contains a complete and accurate list of each ---------------- material Governmental Authorization that is held by the Company and its subsidiaries or that otherwise relates to the Company Business of, or to any of the Assets owned or used by, the Company or that is necessary for the conduct of the Business by the CompanyAsset. Each Governmental Authorization listed or required to be listed in Schedule 3.14(b3.8(b) --------------- is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ----------------3.8(b): (i) The Company is, and at all times since the date of the Year-End Balance Sheet, has been, its subsidiaries are in compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b3.8(b); ----------------; (ii) To the Company's Knowledge, no event has occurred or circumstance exists that may would reasonably be expected to (with or without notice or lapse of time) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(b)Authorization; ----------------and (iii) The Company has and its subsidiaries have not received, at any time since the date of the Year-End Balance SheetJanuary 1, 2000, any notice or other communication (whether oral or written) from any Governmental Body regarding any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 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.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.14(a): ----------------part 3.11 of the Disclosure Schedule: (i) The each Acquired Company is, and at all times since the date of the Year-End Balance Sheet, has been, is in full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of the Business of the Company its business or the ownership or use of any of its Assetsassets, except where the failure to be in compliance would not have a Material Adverse Effect on the Acquired Companies, taken as a whole; (ii) as of the date hereof no event has occurred or circumstance exists that (with or without notice or lapse of time) is likely to constitute or result in a violation by any Acquired Company of, or a failure on the part of any Acquired Company to comply with, any Legal Requirement; and (iii) no Acquired Company has received, at any time from December 31, 1996, any written notice from any Governmental Body alleging any violation of, or failure to comply with, any Legal Requirement. (b) Part 3.11(b) of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company. Each Governmental Authorization listed or required to be listed in Part 3.11(b) of the Disclosure Letter is valid and in full force and effect. Seller further represents that: (i) each Acquired Company is, and at all times from December 31, 1996 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 of the Disclosure Letter; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation by the Company of, or a failure on the part of the Company is likely to comply with, any material Legal Requirement; and (iii) The Company has not received, at any time since the date of the Year-End Balance Sheet, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement. (b) Schedule 3.14(b) 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 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 Schedule 3.14(b) --------------- is valid and in full force and effect. Except as set forth in Schedule 3.14(b): ---------------- (i) The Company is, and at all times since the date of the Year-End Balance Sheet, has been, in compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b); ---------------- (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of timeA) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(b); ---------------- (iiiPart 3.11(b) The Company has not received, at any time since the date of the Year-End Balance SheetDisclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any notice or other communication (whether oral or written) from any Governmental Body regarding any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 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.Governmental