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

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Section 3.12 of the Disclosure Letter: (i) Seller is, and at all times since January 1, 1996 has been, in compliance with each material Legal Requirement that is or was applicable to the conduct or operation of the Business; (ii) To Seller's Knowledge no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with, any material Legal Requirement relating to the Business; and (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement relating to the Business 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 relating to the Business or the Facilities. (b) Section 3.13 of the Disclosure Letter identifies each Governmental Authorization that is held by Seller and that relates to the Business. Each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Section 3.13 of the Disclosure Letter: (i) Seller is, and at all times has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter; and (ii) To Seller's Knowledge no event has occurred, and no condition or circumstance exists, that might (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 identified or required to be identified in Section 3.13 of the Disclosure Letter. The Governmental Authorizations identified in Section 3.13 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit Seller to conduct and operate the Business in the manner in which the Business is currently conducted and operated.

Compliance with Legal Requirements; Governmental Authorizations. (ai) Except as set forth in Section 3.12 Part 3.1(N)(i) of the AZNA Disclosure Letter: (ia) Seller is, and at all times since January 1, 1996 has been, AZNA is in compliance in all material respects with each material Legal Requirement that is applicable to it or was applicable to the conduct of its business or operation the ownership or use of the Business;any of its assets; and (iib) To Seller's Knowledge no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with, any material Legal Requirement relating to the Business; and (iii) Seller AZNA has not received 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 Legal Requirement relating to the Business in any material respect, which is outstanding or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion unresolved as of the cost of, any remedial action of any nature relating to the Business or the Facilitiesdate hereof. (bii) Section 3.13 Part 3.1(N)(ii) of the AZNA Disclosure Letter identifies contains a complete and accurate list of each material Governmental Authorization that is held by Seller and that relates to the BusinessAZNA . Each Governmental Authorization identified or required to be identified listed in Section 3.13 Part 3.1(N)(ii) of the AZNA Disclosure Letter is valid and in full force and effect. Except as set forth in Section 3.13 Part 3.1(N)(ii) of the AZNA Disclosure Letter: : (ia) Seller is, and at AZNA is in compliance in all times has been, in full compliance respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter; and held by it; (iib) To Seller's Knowledge no event AZNA has occurrednot received, and no condition or circumstance existsat any time, that might any written notice from any Governmental Body regarding (with or without notice or lapse of timeA) constitute or result directly or indirectly in a any violation of or a failure to comply with any term or requirement of any Governmental Authorization identified Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization, which is outstanding or unresolved as of the date hereof; and (c) all applications required to be identified in Section 3.13 have been filed for the renewal of the Disclosure Letter. The Governmental Authorizations identified listed in Section 3.13 Part 3.1(N)(ii) of the AZNA Disclosure Letter collectively constitute 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. (iii) AZNA has all of the Governmental Authorizations necessary to permit Seller it to lawfully conduct and operate its business in the Business manner it currently conducts and operate such business and to permit it to own and use its assets in the manner in which the Business is it currently conducted owns and operateduses such assets. (iv) Neither AZNA nor any director, executive officer, agent or employee of AZNA, has directly or indirectly, made any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or services (a) to obtain favorable treatment in securing business, (b) to pay for favorable treatment for business secured, (c) to obtain special concessions or for special concessions already obtained, for or in respect of AZNA.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except for the Excepted Subsidiaries and as set forth in Section 3.12 of the Disclosure Letter: Schedule 7.16.1: (i) Seller is, and at all times since January 1, 1996 has been, each Company is 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 its business or the Business; ownership or use of any of its assets; and (ii) To Seller's Knowledge no event Company has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with, any material Legal Requirement relating to the Business; and (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body Authority or any other Person regarding (A) of any actual, alleged, possible event or potential circumstance which could constitute a violation of, or failure to comply with, any Legal Requirement relating to the Business 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 relating to the Business or the FacilitiesRequirement. (b) Section 3.13 of Except for the Disclosure Letter identifies each Governmental Authorization that is held by Seller Excepted Subsidiaries and that relates to the Business. Each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Section 3.13 of the Disclosure LetterSchedule 7.16: (i) Seller is, and at all times has been, each Company is in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letterheld by such Company; and (ii) To Seller's Knowledge no Company has received any notice or other communication from any Governmental Authority or other Person of, any event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) which could constitute or result directly or indirectly in a violation of of, or a failure to comply with with, any term or requirement of any Governmental Authorization identified Authorization, or of any actual or potential revocation, withdrawal, cancellation or termination of, or material modification to, any Governmental Authorization; (iii) all applications required to be identified in Section 3.13 have been filed for the renewal of any required Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, 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 Authorities; (iv) all Governmental Authorizations of the Disclosure Letter. The Companies are transferable to the Companies; (v) upon consummation of the transactions contemplated hereby, the Companies will lawfully hold all such Governmental Authorizations; and (vi) none of such Governmental Authorizations identified in Section 3.13 will terminate upon consummation of the Disclosure Letter collectively constitute all transactions contemplated hereby. Except for the Excepted Subsidiaries and as set d-501795.7 LOAN AGREEMENT 34 forth on Schedule 7.16, each of the Companies possesses the necessary Governmental Authorizations (i) necessary to permit Seller each Company to lawfully conduct and operate its respective business in the Business manner it currently conducts and operates such business and to permit such Company to own and use its assets in the manner in which it currently owns and uses such assets, and (ii) necessary to permit each Company, upon the Business is currently conducted consummation of the transactions contemplated hereby, to lawfully conduct and operatedoperate its business and to permit each Company to own and use its assets, where the failure to have such Governmental Authorization would have a material adverse effect on the business, condition (financial or otherwise), operations or properties of the Companies taken as a whole, Borrower, or any Material Subsidiary.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Section 3.12 of the Disclosure Letter: (i) Seller isParent and its Subsidiaries are, and at all times since January 1, 1996 has the Applicable Date have been, in compliance with each material Legal Requirement that is or was applicable to any of them or to the conduct or operation of their business or the Business; ownership or use of any of their assets, other than any noncompliance that would not reasonably be expected to (i) have, individually or in the aggregate, a Parent Material Adverse Effect or (ii) To Seller's Knowledge no event prevent the ability of Parent and its Subsidiaries to consummate the Contemplated Transactions by the End Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and would not reasonably be expected to prevent the ability of Parent and its Subsidiaries to consummate the Contemplated Transactions by the End Date, neither Parent nor any of its Subsidiaries has occurredreceived, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by Seller of, or a failure on at any time since the part of Seller to comply withApplicable Date, any material Legal Requirement relating to the Business; and (iii) Seller has not received any written notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding (Ai) any actual, alleged, possible actual or potential alleged violation of, or failure to comply with, any Legal Requirement relating to the Business Requirement, or (Bii) any actual, alleged, possible actual or potential alleged obligation on the part of Seller Parent or any of its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature relating to the Business or the Facilitiesnature. (b) Section 3.13 Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and would not reasonably be expected to prevent the ability of Parent and its Subsidiaries to consummate the Contemplated Transactions by the End Date, Parent and its Subsidiaries hold all permits, certificates, licenses, variances, exemptions, orders and all other Governmental Authorizations that are material to the operation of the Disclosure Letter identifies each Governmental Authorization that is held by Seller business of Parent and that relates to the Business. Each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter is valid its Subsidiaries and in full force Parent and effect. Except as set forth in Section 3.13 of the Disclosure Letter: (i) Seller isits Subsidiaries are, and at all times has since the Applicable Date have been, in full material compliance with all such permits, certificates licenses, variances, exemptions, orders and all other Governmental Authorizations that are material to the operation of the terms business of Parent and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter; and (ii) To Seller's Knowledge no event has occurred, and no condition or circumstance exists, that might (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 identified or required to be identified in Section 3.13 of the Disclosure Letter. The Governmental Authorizations identified in Section 3.13 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit Seller to conduct and operate the Business in the manner in which the Business is currently conducted and operatedits Subsidiaries.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Section 3.12 Part 3.12(a) of the Disclosure Letter: (i) Seller each of the Companies is, and at all times since January 1February 10, 1996 2004 has been, in compliance with each material the Legal Requirement Requirements that is are applicable to it or was applicable to the conduct or operation of its business or the Business;ownership or use of any of its assets except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect; and (ii) To Seller's Knowledge no event has occurredoccurred since February 10, and no condition 2004 or circumstance exists, exists that might (with or without notice or lapse of time) would reasonably be expected to constitute or result directly or indirectly in a violation by Seller any of the Companies of, or a failure on the part of Seller to comply with, any material Legal Requirement relating to the Business; and (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure of them to comply with, any Legal Requirement relating except where the failure to the Business or (B) any actual, alleged, possible or potential obligation on the part of Seller be in compliance would not reasonably be expected to undertake, or to bear all or any portion of the cost of, any remedial action of any nature relating to the Business or the Facilitieshave a Material Adverse Effect. (b) Section 3.13 Part 3.12(b) of the Disclosure Letter identifies contains a complete and accurate list of each Governmental Authorization that is held by Seller and the Companies or that otherwise relates to the Businessbusiness of, or to any of the assets owned or used by, the Companies. Each Governmental Authorization identified listed or required to be identified listed in Section 3.13 Part 3.12(b) of the Disclosure Letter is valid and in full force and effect. Except as set forth in Section 3.13 Part 3.12(b) of the Disclosure Letter: : (i) Seller each of the Companies is, and at all times since February 10, 2004 has been, in full compliance with all of the terms and requirements of each approval, consent, license, permit, waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authorization identified Body or required pursuant to any Legal Requirement and necessary (A) for the lawful conduct or operation of its business as currently conducted, or (B) to permit it to own and use its assets in the manner in which it currently owns and uses such assets (each a “Governmental Authorization” and, collectively, the “Governmental Authorizations”), except where the failure to be identified in Section 3.13 of the Disclosure Letter; and compliance would not reasonably be expected to have a Material Adverse Effect; (ii) To Seller's Knowledge no event has occurredoccurred since February 10, and no condition 2004 or circumstance exists, exists that might would reasonably be expected (with or without notice or lapse of time) to (A) constitute or result directly or indirectly in a violation of or a failure by any of the Companies to comply with any term or requirement of any Governmental Authorization identified Authorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization, except where such violation or failure, or such revocation, withdrawal, suspension, cancellation, termination or modification, would not reasonably be expected to have a Material Adverse Effect; and (iii) all applications required to be identified in Section 3.13 have been filed since February 10, 2004 on behalf of each of the Disclosure LetterCompanies for the renewal of Governmental Authorizations have been duly filed with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made with the appropriate Governmental Bodies, except where the failure to file would not reasonably be expected to have a Material Adverse Effect. The Governmental Authorizations identified listed in Section 3.13 Part 3.12(b) of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit Seller the Companies to lawfully conduct and operate the Business Businesses in the manner they currently conduct and operate such Businesses and to permit the Companies to own and use their assets in the manner in which the Business is they currently conducted own and operateduse such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Schedule 3.13(a) and other than those Legal Requirements that are governed by Section 3.12 of the Disclosure Letter: 3.7: (i) Seller is, and at all times since January 1, 1996 has been, in full compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the Business; ownership or use of any of its assets except where the failure to be in compliance could not have a Material Adverse Effect; (ii) To Seller's Knowledge no event has occurred, and no condition occurred or circumstance exists, exists that might (with or without notice or lapse of time) (A) may constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with, any material Legal Requirement relating 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, except where such event or circumstance could not have a Material Adverse Effect; and (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged or potential violation by Seller of, or failure on the part of Seller to comply with, any Legal Requirement or (B) any actual, alleged 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 3.13(b) contains a complete and accurate list of each Governmental Authorization that is held by Seller related to the BusinessPurchased Assets or that is held by a Person other than Seller that is required in connection with the present and contemplated operation of the Purchased Assets. Each Governmental Authorization listed or required to be listed in Schedule 3.13(b) is valid and in full force and effect. Except as set forth in Schedule 3.13(b): (i) Seller has been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.13(b) except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect; and (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 Seller or a failure on the part of Seller to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.13(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 Schedule 3.13(b), except where such event or circumstance could not have a Material Adverse Effect; (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, by Seller of or failure to comply with, any Legal Requirement relating to the Business 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 relating to the Business or the Facilities. (b) Section 3.13 of the Disclosure Letter identifies each Governmental Authorization that is held by Seller and that relates to the Business. Each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Section 3.13 of the Disclosure Letter: (i) Seller is, and at all times has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter; and (ii) To Seller's Knowledge no event has occurred, and no condition or circumstance exists, that might (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 identified or required (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to be identified in Section 3.13 of the Disclosure Letter. The any Governmental Authorizations identified in Section 3.13 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit Seller to conduct and operate the Business in the manner in which the Business is currently conducted and operatedAuthorization.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except 3.13.1 To the Knowledge of RTI and the Shareholders and except as set forth in Section 3.12 Part 3.13 of the Disclosure Letter: (i) Seller isSchedule, and at all times since January 1, 1996 has been, RTI is in material compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the Business; (ii) To Seller's Knowledge no ownership or use of any of its assets. No event has occurred, and no condition occurred or circumstance exists, exists that might (with or without notice or lapse of time) may constitute or result directly or indirectly in a violation by Seller RTI of, or a failure on the part of Seller to comply with, any material Legal Requirement relating to the Business; and (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure RTI to comply with, any Legal Requirement relating to the Business Requirement, except where such violation 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 relating to the Business or the Facilitiesfailure would not have a Material Adverse Effect. (b) Section 3.13.2 Part 3.13 of the Disclosure Letter identifies Schedule contains a complete and accurate list of each material Governmental Authorization that is held by Seller and RTI or that otherwise relates to the Businessbusiness of, or to any of the assets owned or used by, RTI. Each Governmental Authorization identified or required to be identified listed in Section Part 3.13 of the Disclosure Letter Schedule is valid and in full force and effect. Except effect and, except as set forth in Section Part 3.13 of the Disclosure Letter: (i) Seller isSchedule, and at all times RTI has been, been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section Part 3.13 of the Disclosure Letter; and Schedule: (iia) To Seller's the Knowledge no event of RTI and the Shareholders, RTI has occurrednot received, and no condition or circumstance existsat any time since July 1, that might (with or without 2000, any notice or lapse of timeother communication from any Governmental Body or any other Person regarding (A) constitute any actual, alleged, possible, or result directly or indirectly in a potential violation of or a failure to comply with any term or requirement of any Governmental Authorization identified Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (b) Except as otherwise set forth in Part 3.13 of the Disclosure Schedule, all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be identified listed in Section Part 3.13 of the Disclosure Letter. Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies, except where the failure to so file could or would not have a Material Adverse Effect. 3.13.3 The Governmental Authorizations identified listed in Section Part 3.13 of the Disclosure Letter Schedule collectively constitute all of the Governmental Authorizations necessary to permit Seller RTI to lawfully conduct and operate their businesses in the Business manner they currently conduct and operate such businesses and to permit RTI to own and use their assets in the manner in which the Business is they currently conducted own and operateduse such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Section 3.12 3.17(a) of the Disclosure LetterSchedule: (i) Seller is, and has been at all times since January 1, 1996 has been, 2024 in compliance in all material respects with each material all Legal Requirement that is or was Requirements applicable to the conduct Assets, except for events of noncompliance that would not, individually or operation of in the Businessaggregate, have a Material Adverse Effect; (ii) Seller has not received, since January 1, 2024, any written notice from any Governmental Body or any other Person regarding any violation of, or failure to comply with, any applicable Legal Requirements; and (iii) To Seller's Knowledge ’s Knowledge, no event has occurred, and no condition occurred or circumstance existshas been in existence since January 1, 2024 that might (with or without notice or lapse of time) could constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with, any material Legal Requirement relating to the Business; and (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement relating to the Business 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 relating to the Business or the FacilitiesRequirements. (b) Section 3.13 3.17(b) of the Disclosure Letter identifies Schedule contains a complete and accurate list of each Governmental Authorization that is (except Environmental Permits) held by Seller and that relates to is necessary for the Businessconduct of the Business as it is currently being conducted. Each such Governmental Authorization identified listed or required to be identified listed in Section 3.13 3.17(b) of the Disclosure Letter Schedule is valid and in full force and effect. Except as set forth in Section 3.13 3.17(b) of the Disclosure Letter: Schedule: (i) Seller is, is and at all times has beensince January 1, 2024 been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 3.17(b) of the Disclosure Letter; and Schedule, except for events of noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect; (ii) To to Seller's Knowledge ’s Knowledge, no event has occurred, and no condition occurred or circumstance existshas been in existence since January 1, 2024 that might would (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 identified or required to be identified in Section 3.13 3.17(b) of the Disclosure Letter. The Schedule; (iii) no Proceedings are pending, or to the Seller’s Knowledge, threatened which would result in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorizations identified Authorization listed or required to be listed in Section 3.13 3.17(b) of the Disclosure Letter collectively constitute all Schedule; and (iv) Seller has not had received, at any time since January 1, 2024, any written notice from any Governmental Body or any other Person regarding (A) any violation of or failure to comply with any term or requirement of any such Governmental Authorization or (B) any revocation, withdrawal, suspension, cancellation, termination of or modification to any such Governmental Authorization. (c) It is understood and agreed that this Section 3.17 shall not apply to matters expressly covered in Section 3.14 (related to Tax matters), Section 3.16 (related to Employee Benefits), Section 3.22 (related to Environmental Matters), Section 3.23 (Employee Matters) Section 3.24 (Labor Matters), Section 3.27 (related to the Governmental Authorizations necessary Foreign Corrupt Practices Act), Section 3.28 (related to permit Seller Government Contracts), Section 3.34 (related to conduct Export Matters) and operate the Business in the manner in which the Business is currently conducted Section 3.36 (related to Occupational Safety and operatedHealth matters).

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Section 3.12 of the Disclosure Letter: SCHEDULE 7.16.1: (i) Seller is, and at all times since January 1, 1996 has been, each Company is 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 its business or the Business; ownership or use of any of its assets; and (ii) To Seller's Knowledge no event Company has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with, any material Legal Requirement relating to the Business; and (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body Authority or any other Person regarding (A) of any actual, alleged, possible event or potential circumstance which could constitute a violation of, or failure to comply with, any Legal Requirement relating to the Business 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 relating to the Business or the FacilitiesRequirement. (b) Section 3.13 of the Disclosure Letter identifies each Governmental Authorization that is held by Seller and that relates to the Business. Each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Section 3.13 of the Disclosure LetterSCHEDULE 7.16: (i) Seller is, and at all times has been, each Company is in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letterauthorization held by such Company; and (ii) To Seller's Knowledge no Company has received any notice or other communication from any Governmental Authority or other Person of, any event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) which could constitute or result directly or indirectly in a violation of of, or a failure to comply with with, any term or requirement of any Governmental Authorization identified Authorization, or of any actual or potential revocation, withdrawal, cancellation or termination of, or material modification to, any Governmental Authorization; (iii) all applications required to be identified in Section 3.13 have been filed for the renewal of any required Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and all other filings required to have been made with respect to such Governmental Authouly made on a timely basis with the appropriate Governmental Authorities; (iv) all Governmental Authorizations of the Disclosure Letter. The Companies are transferable to the Companies; (v) upon consummation of the transactions contemplated hereby, the Companies will lawfully hold all such Governmental Authorizations; and (vi) none of such Governmental Authorizations identified in Section 3.13 will terminate upon consummation of the Disclosure Letter collectively constitute all transactions contemplated hereby. Except as set forth on SCHEDULE 7.16, each of the Companies possesses the necessary Governmental Authorizations (i) necessary to permit Seller each Company to lawfully conduct and operate its respective business in the Business manner it currently conducts and operates such business and to permit such Company to own and use its assets in the manner in which it currently owns and uses such assets, and (ii) necessary to permit each Company, upon the Business is currently conducted consummation of the transactions contemplated hereby, to lawfully conduct and operatedoperate its business and to permit each Company to own and use its assets, where the failure to have such Governmental Authorization would have a material adverse effect on the business, condition (financial or otherwise), operations or properties of the Companies taken as a whole, Borrower, or any Material Subsidiary.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Section 3.12 3.13(a) of the Disclosure LetterSchedules: (i) Seller Sellers Wastewater Treatment Business is, and at all times since January 1, 1996 2009, has been, in full compliance with each material Legal Requirement that is or was applicable to them or to the conduct or operation of such business or the Businessownership or use of any of the Assets; (ii) To Seller's Knowledge no event has occurred, and no condition occurred or circumstance exists, exists that might (with or without notice or lapse of time) (A) may constitute or result directly or indirectly in a violation by Seller Sellers of, or a failure on the part of Seller Sellers to comply with, any material Legal Requirement relating to the BusinessWastewater Treatment Business or (B) may give rise to any obligation on the part of Sellers to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and and (iii) Seller has Sellers have not received received, at any time since January 1, 2009, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement relating to the Wastewater Treatment Business or (B) any actual, alleged, possible or potential obligation on the part of Seller Sellers to undertake, or to bear all or any portion of the cost of, any remedial action of any nature relating to the Business or the Facilitiesnature. (b) Section 3.13 3.13(b) of the Disclosure Letter identifies Schedules contains a complete and accurate list of each Governmental Authorization that is held by Seller and Sellers or that otherwise relates to the BusinessWastewater Treatment Business or the Assets. Each Governmental Authorization identified listed or required to be identified listed in Section 3.13 3.13(b) of the Disclosure Letter Schedules is valid and in full force and effect. Except as set forth in Section 3.13 3.13(b) of the Disclosure Letter: Schedules: (i) Seller isSellers are, and at all times has since January 1, 2009, have been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 3.13(b) of the Disclosure Letter; and Schedules; (ii) To Seller's Knowledge no event has occurred, and no condition occurred or circumstance exists, exists that might 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 identified listed or required to be identified listed in Section 3.13 3.13(b) of the Disclosure LetterSchedules, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Section 3.13(b) of the Disclosure Schedules; (iii) Sellers have not received, at any time since January 1, 2009, 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 Section 3.13(b) of the Disclosure Schedules 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 identified listed in Section 3.13 3.13(b) of the Disclosure Letter Schedules collectively constitute all of the Governmental Authorizations necessary to permit Seller Sellers to lawfully conduct and operate the Wastewater Treatment Business in the manner in which they currently conduct and operate such business and to permit Sellers to own and use their assets in the Business is manner in which they currently conducted own and operateduse such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except for the Excepted Subsidiaries and as set forth in Section 3.12 of the Disclosure Letter: Schedule 7.16.1: (i) Seller is, and at all times since January 1, 1996 has been, each Company is 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 its business or the Business; ownership or use of any of its assets; and (ii) To Seller's Knowledge no event Company has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with, any material Legal Requirement relating to the Business; and (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body Authority or any other Person regarding (A) of any actual, alleged, possible event or potential circumstance which could constitute a violation of, or failure to comply with, any Legal Requirement relating to the Business 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 relating to the Business or the FacilitiesRequirement. (b) Section 3.13 of Except for the Disclosure Letter identifies each Governmental Authorization that is held by Seller Excepted Subsidiaries and that relates to the Business. Each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Section 3.13 of the Disclosure LetterSchedule 7.16: (i) Seller is, and at all times has been, each Company is in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letterheld by such Company; and (ii) To Seller's Knowledge no Company has received any notice or other communication from any Governmental Authority or other Person of, any event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) which could constitute or result directly or indirectly in a violation of of, or a failure to comply with with, any term or requirement of any Governmental Authorization identified Authorization, or of any actual or potential revocation, withdrawal, cancellation or termination of, or material modification to, any Governmental Authorization; (iii) all applications required to be identified in Section 3.13 have been filed for the renewal of any required Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, 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 Authorities; (iv) all Governmental Authorizations of the Disclosure Letter. The Companies are transferable to the Companies; (v) upon consummation of the transactions contemplated hereby, the Companies will lawfully hold all such Governmental Authorizations; and (vi) none of such Governmental Authorizations identified in Section 3.13 will terminate upon consummation of the Disclosure Letter collectively constitute all transactions contemplated hereby. Except for the Excepted Subsidiaries and as set forth on Schedule 7.16, each of the Companies possesses the necessary Governmental Authorizations (i) necessary to permit Seller each Company to lawfully conduct and operate its respective business in the Business manner it currently conducts and operates such business and to permit such Company to own and use its assets in the manner in which it currently owns and uses such assets, and (ii) necessary to permit each Company, upon the Business is currently conducted consummation of the transactions contemplated hereby, to lawfully conduct and operatedoperate its business and to permit each Company to own and use its assets, where the failure to have such Governmental Authorization would have a material adverse effect on the business, condition (financial or otherwise), operations or properties of the Companies taken as a whole, Borrower, or any Material Subsidiary.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Section 3.12 Schedule 3.7(a), since the date that is two years prior to the date of this Agreement, to the Disclosure Letter: (i) Seller isKnowledge of Sempra Energy, the Sempra Parties and at all times since January 1, 1996 has been, the SET Companies are not and have not been in compliance with each material violation of any material Legal Requirement that is Requirements (which term for this purpose shall not include Environmental Laws or was Legal Requirements relating to Taxes; but, shall include any violations resulting in a fine, penalty or the imposition of any material condition or limitation on the SET Companies or the SET Business) applicable to the conduct ownership or operation of the SET Business;. (iib) To Seller's Knowledge no event Except as set forth on Schedule 3.7(b), for the past three years, none of the Sempra Parties or SET Companies has occurredreceived any written notice or, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with, any material Legal Requirement relating to the Business; and (iii) Seller has not received any notice or Knowledge of Sempra Energy, other communication (whether oral or written) notice, 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 (which term for this purpose shall not include Environmental Laws or Legal Requirements relating to Taxes and shall include any violations resulting in a fine, penalty or the Business imposition of any material condition or (B) any actual, alleged, possible or potential obligation limitation on the part of Seller SET Companies or the SET Business) applicable to undertake, it in connection with the conduct or to bear all or any portion operation of the cost of, any remedial action of any nature relating to the Business or the FacilitiesSET Business. (bc) Section 3.13 Schedule 3.7(c) contains a complete and accurate list of the Disclosure Letter identifies each material Governmental Authorization that is held by Seller and that relates to the SET Companies in connection with the SET Business. Each With respect to each Governmental Authorization identified listed or required to be identified listed in Section 3.13 of Schedule 3.7(c), (i) each has been issued to the Disclosure Letter holder thereof and is valid and in full force and effect. Except effect except where the failure to be in full force and effect could not reasonably be expected to have a material effect on the ability to conduct the SET Core Businesses or the business of the SET Companies taken as a whole; (ii) except as set forth in Section 3.13 on Schedule 3.7(c), no Proceeding is pending or, to the Knowledge of the Disclosure Letter: (i) Seller isSempra Energy, and at all times has been, in full compliance with all of the terms and requirements of each threatened to revoke or amend any such Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure LetterAuthorization; and (iiiii) To Seller's the SET Companies have not received written notice or, to the Knowledge no event has occurredof Sempra Energy, and no condition other notice from any applicable Governmental Body that (A) any such existing Governmental Authorization will be revoked or circumstance exists, that might (with B) any pending application for any such new Governmental Authorization 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 renewal of any existing Governmental Authorization identified or required to will be identified in Section 3.13 of the Disclosure Letter. The Governmental Authorizations identified in Section 3.13 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit Seller to conduct and operate the Business in the manner in which the Business is currently conducted and operateddenied.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Section 3.12 of the Disclosure Letter:Schedule 3.10(a): (i) Seller isEach of the Targets are, and at all times since January 1, 1996 has 2012, have been, in compliance with each material Legal Requirement that is or was applicable to either of the Targets or to the conduct or operation of either of its Businesses or the Business;ownership or use of either of the Targets’ assets, including but not limited to compliance with all Licenses; and (ii) To Seller's Knowledge no event Neither of the Targets has occurredreceived, and no condition or circumstance existsat any time since January 1, that might (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with2012, any material Legal Requirement relating to the Business; and (iii) Seller has not received any notice notices or other communication (whether oral or written) written communications from any Governmental Body Body, including the Financial Industry Regulatory Authority (“FINRA”), or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement relating to the Business 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 relating to the Business or the FacilitiesRequirement. (b) Section 3.13 Schedule 3.10(b) contains a complete and accurate list of each material Governmental Authorization, including but not limited to the Licenses, that are held by each of the Disclosure Letter identifies each Governmental Authorization Targets or that is held by Seller and that otherwise relates to the BusinessBusinesses of each of the Targets. Each Governmental Authorization identified listed or required to be identified listed in Section 3.13 Schedule 3.10(b) of the Disclosure Letter Schedule is valid and in full force and effect. Except as set forth in Section 3.13 of the Disclosure Letter: Schedule 3.10(b): (i) Seller isFollowing reasonable investigation and inquiry, to the best of the Knowledge of Seller, there is no fact, event, or circumstance indicating that either of the Targets have not, and at all times has since January 1, 2012, have not been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter; and Schedule 3.10(b); (ii) To Following reasonable investigation and inquiry, to the best of the Knowledge of Seller's Knowledge , there is no event has occurredevent, and no condition occurrence, or circumstance exists, that might (with or without notice or lapse of time) constitute (A) constitutes or result results directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified listed or required to be identified listed in Section 3.13 Schedule 3.10(b) of the Disclosure Letter. Schedule 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 Schedule 3.10(b); (iii) Neither of the Targets have received, at any time since January 1, 2013, any notices or other written communications from any Governmental Body or any other Person regarding (A) any violations of or failure to comply with any terms or requirements of any Governmental Authorization, or (B) any revocations, withdrawals, suspensions, cancellations, terminations of, or modifications 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 3.10(b) 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 identified listed in Section 3.13 of the Disclosure Letter Schedule 3.10(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business Businesses in the manner in which the Business is currently conducted and operated. (d) To the best of Seller’s Knowledge, and following a reasonable investigation, there is no ongoing investigation into either CSI Business or CIA Business by any Governmental Body.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Section 3.12 3.17(a) of the Disclosure LetterSchedule: (i) Seller is, The Business is being and at all times since January June 1, 1996 2007 has been, been conducted in compliance with each material all applicable Legal Requirement Requirements, except for events of noncompliance that is would not, individually or was applicable to in the conduct or operation of the Businessaggregate, have a Material Adverse Effect; (ii) No Seller has received, since June 1, 2007, any written notice from any Governmental Body or any other Person regarding any violation of, or failure to comply with, any applicable Legal Requirement; and (iii) To Seller's Knowledge ’s Knowledge, no event has occurred, and no condition occurred or circumstance existshas been in existence since June 1, 2007 that might (with or without notice or lapse of time) would constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with, any material Legal Requirement relating to the Business; and (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement relating to the Business 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 relating to the Business or the FacilitiesRequirement. (b) Section 3.13 3.17(b) of the Disclosure Letter identifies Schedule contains a complete and accurate list of each Governmental Authorization (except Environmental Permits) held by a Seller that is held by Seller and that relates to necessary for the Businessconduct of the Business as it is currently being conducted. Each such Governmental Authorization identified listed or required to be identified listed in Section 3.13 3.17(b) of the Disclosure Letter Schedule is valid and in full force and effect. Except as set forth in Section 3.13 3.17(b) of the Disclosure Letter: Schedule: (i) Seller is, is and at all times has beensince June 1, 2007 been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 3.17(b) of the Disclosure Letter; and Schedule, except for events of noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect; (ii) To Seller's Knowledge to Sellers’ Knowledge, no event has occurred, and no condition occurred or circumstance existshas been in existence since June 1, 2007 that might would (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 identified or required to be identified in Section 3.13 3.17(b) of the Disclosure Letter. The Schedule; (iii) no Proceedings are pending, or to the Sellers’ Knowledge, threatened which would result in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorizations identified Authorization listed or required to be listed in Section 3.13 3.17(b) of the Disclosure Letter collectively constitute all Schedule; and (iv) no Seller has received, at any time since June 1, 2007, any written notice from any Governmental Body or any other Person regarding (A) any violation of or failure to comply with any term or requirement of any such Governmental Authorization or (B) any revocation, withdrawal, suspension, cancellation, termination of or modification to any such Governmental Authorization. (c) It is understood and agreed that this Section 3.17 shall not apply to matters expressly covered in Section 3.14 (related to Tax matters), Section 3.16 (related to Employee Benefits), Section 3.22 (related to Environmental Matters), Section 3.23 (Employee Matters) Section 3.24 (Labor Matters), Section 3.27 (related to the Governmental Authorizations necessary Foreign Corrupt Practices Act), Section 3.28 (related to permit Seller Government Contracts), Section 3.34 (related to conduct Export Matters) and operate the Business in the manner in which the Business is currently conducted Section 3.36 (related to Occupational Safety and operatedHealth matters).

Compliance with Legal Requirements; Governmental Authorizations. (a) Except for the Excepted Subsidiaries and as set forth in Section 3.12 of Schedule 7.16.1 to the Disclosure Letter: Prime Agreement: (i) Seller is, and at all times since January 1, 1996 has been, each Company is 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 its business or the Business; ownership or use of any of its assets; and (ii) To Seller's Knowledge no event Company has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with, any material Legal Requirement relating to the Business; and (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body Authority or any other Person regarding (A) of any actual, alleged, possible event or potential circumstance which could constitute a violation of, or failure to comply with, any Legal Requirement relating to the Business 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 relating to the Business or the FacilitiesRequirement. (b) Section 3.13 of Except for the Disclosure Letter identifies each Governmental Authorization that is held by Seller Excepted Subsidiaries and that relates to the Business. Each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Section 3.13 of Schedule 7.16 to the Disclosure LetterPrime Agreement: (i) Seller is, and at all times has been, each Company is in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letterheld by such Company; and (ii) To Seller's Knowledge no Company has received any notice or other communication from any Governmental Authority or other Person of, any event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) which could constitute or result directly or indirectly in a violation of of, or a failure to comply with with, any term or requirement of any Governmental Authorization identified Authorization, or of any actual or potential revocation, withdrawal, cancellation or termination of, or material modification to, any Governmental Authorization; (iii) all applications required to be identified in Section 3.13 have been filed for the renewal of any required Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, 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 Authorities; (iv) all Governmental Authorizations of the Disclosure Letter. The Companies are transferable to the Companies; (v) upon consummation of the transactions contemplated hereby, the Companies will lawfully hold all such Governmental Authorizations; and (vi) none of such Governmental Authorizations identified in Section 3.13 will terminate upon consummation of the Disclosure Letter collectively constitute all transactions contemplated hereby. Except for the Excepted Subsidiaries and as set forth on Schedule 7.16 to the Prime Agreement, each of the Companies possesses the necessary Governmental Authorizations (i) necessary to permit Seller each Company to lawfully conduct and operate its respective business in the Business manner it currently conducts and operates such business and to permit such Company to own and use its assets in the manner in which it currently owns and uses such assets, and (ii) necessary to permit each Company, upon the Business is currently conducted consummation of the transactions contemplated hereby, to lawfully conduct and operatedoperate its business and to permit each Company to own and use its assets, where the failure to have such Governmental Authorization would have a material adverse effect on the business, condition (financial or otherwise), operations or properties of the Companies taken as a whole, Guarantor, or any Material Subsidiary.

Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Section 3.12 Part 3.14(a) of the Disclosure Letter: (i) Seller each Acquired Company is, and at all times since January 1, 1996 during the three-year period ending on the Closing Date has been, in compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the Businessownership or use of any of its assets; and (ii) no Acquired Company has received, during the three-year period ending on the Closing Date, any notice or other communication (whether oral or written) from any Governmental Body regarding any actual, alleged, or potential violation of, or failure to comply with, or potential liability under, any Legal Requirement. (b) Part 3.14(b) of the Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by any Acquired 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) each Acquired Company is in compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14(b) of the Disclosure Letter; (ii) To Seller's Knowledge no event has occurred, and no condition occurred or circumstance exists, exists that might may (with or without notice or lapse of timetime or both) constitute or result directly or indirectly in a violation by Seller the revocation, withdrawal, suspension, cancellation, non-renewal or termination of, any Governmental Authorization listed or a failure on required to be listed in Part 3.14(b) of the part of Seller to comply with, any material Legal Requirement relating to the BusinessDisclosure Letter; and and (iii) Seller no Acquired Company has not received received, during the three-year period ending on the Closing Date, 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, or potential liability under, any Legal Requirement relating to the Business term or requirement of any Governmental Authorization, or (B) any actual, allegedproposed, possible possible, or potential obligation on the part of Seller to undertakerevocation, withdrawal, suspension, cancellation, termination of, or modification to bear all or any portion of the cost of, any remedial action of any nature relating to the Business or the Facilities. (b) Section 3.13 of the Disclosure Letter identifies each Governmental Authorization that is held by Seller and that relates to the Business. Each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Section 3.13 of the Disclosure Letter: (i) Seller is, and at all times has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter; and (ii) To Seller's Knowledge no event has occurred, and no condition or circumstance exists, that might (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 identified or required to be identified in Section 3.13 of the Disclosure LetterAuthorization. The Governmental Authorizations identified listed in Section 3.13 Part 3.14(b) of the Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit Seller the Acquired Companies to lawfully conduct and operate business in the Business manner currently conducted and to permit the Acquired Companies to own, lease and use their assets in the manner in which the Business is they currently conducted own, lease and operateduse such assets.

Compliance with Legal Requirements; Governmental Authorizations. (a) a. Except as set forth in Section 3.12 of Schedule 3.15(a): i. the Disclosure Letter: (i) Seller isAcquired Companies are, and at all times since January 1, 1996 has have been, in substantial compliance with each material Legal Requirement that is or was applicable to it or to the conduct or operation of its Business or the Business;ownership or use of any of its assets; and (ii) To Seller's Knowledge no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by Seller of, or a failure on . the part of Seller to comply with, any material Legal Requirement relating to the Business; and (iii) Seller has Acquired Companies have not received any notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible possible, or potential violation of, or failure to comply with, any Legal Requirement relating to the Business 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 relating to the Business or the FacilitiesRequirement. (bb. Schedule 3.15(b) Section 3.13 contains a complete and accurate list of the Disclosure Letter identifies each material Governmental Authorization that is held by Seller and that relates to the Businesseach Acquired Company. Each such Governmental Authorization identified listed or required to be identified listed in Section 3.13 of the Disclosure Letter Schedule 3.15(b) is valid and in full force and effect. Except as set forth in Section 3.13 Schedule 3.15(b): i. To the Knowledge of the Disclosure Letter: (i) Seller isCompany, the Acquired Companies are, and at all times has have been, in full substantial compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.13 Schedule 3.15(b); ii. None of the Disclosure Letter; and (ii) To Seller's Knowledge no event Acquired Companies has occurred, and no condition or circumstance exists, that might (with or without received any notice or lapse of timeother written communication from any Governmental Body or any other Person regarding (1) constitute any actual, alleged, possible, or result directly or indirectly in a potential violation of or a failure to comply with any term or requirement of any Governmental Authorization identified Authorization, or (2) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and iii. all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be identified listed in Section 3.13 of Schedule 3.15(b) have been duly filed on a timely basis with the Disclosure Letterappropriate 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 identified listed in Section 3.13 of the Disclosure Letter Schedule 3.15(b) collectively constitute all of the material Governmental Authorizations necessary to permit Seller the Acquired Companies to lawfully conduct and operate the Business in the manner in which the Business is currently conducted and operatedoperated 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 Section 3.12 of the Disclosure Letter: Schedule 7.16.1: (i) Seller is, each Company and at all times since January 1, 1996 has been, Guarantor is 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 its business or the Business; ownership or use of any of its assets; and (ii) To Seller's Knowledge no event Company or Guarantor has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with, any material Legal Requirement relating to the Business; and (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body Authority or any other Person regarding (A) of any actual, alleged, possible event or potential circumstance which could constitute a violation of, or failure to comply with, any Legal Requirement relating to the Business 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 relating to the Business or the FacilitiesRequirement. (b) Section 3.13 of the Disclosure Letter identifies each Governmental Authorization that is held by Seller and that relates to the Business. Each Governmental Authorization identified or required to be identified in Section 3.13 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Section 3.13 of the Disclosure LetterSchedule 7.16: (i) Seller is, each Company and at all times has been, Guarantor is in full material compliance with all of the terms and requirements of each Governmental Authorization identified held by such Company or required to be identified in Section 3.13 of the Disclosure LetterGuarantor; and (ii) To Seller's Knowledge no Company or Guarantor has received any notice or other communication from any Governmental Authority or other Person of, any event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) which could constitute or result directly or indirectly in a violation of of, or a failure to comply with with, any term or requirement of any Governmental Authorization identified Authorization, or of any actual or potential revocation, withdrawal, cancellation or termination of, or material modification to, any Governmental Authorization; (iii) all applications required to be identified in Section 3.13 have been filed for the renewal of any required Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, 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 Authorities; (iv) all Governmental Authorizations of the Disclosure Letter. The Companies and Guarantors are transferable to the Companies and Guarantors; (v) upon consummation of the transactions contemplated hereby, the Companies and Guarantors will lawfully hold all such Governmental Authorizations; and (vi) none of such Governmental Authorizations identified in Section 3.13 will terminate upon consummation of the Disclosure Letter collectively constitute all transactions contemplated hereby. Except as set forth on Schedule 7.16, each of the Companies and Guarantors possesses the necessary Governmental Authorizations (i) necessary to permit Seller each Company and Guarantor to lawfully conduct and operate its respective business in the Business manner it currently conducts and operates such business and to permit such Company or Guarantor to own and use its assets in the manner in which it currently owns and uses such assets, and (ii) necessary to permit each Company and Guarantor, upon the Business is currently conducted consummation of the transactions contemplated hereby, to lawfully conduct and operatedoperate its business and to permit each Company and Guarantor to own and use its assets, where the failure to have such Governmental Authorization would have a material adverse effect on the business, condition (financial or otherwise), operations or properties of the Companies taken as a whole, Borrower, or any Guarantor.