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

Compliance with Legal Requirements; Governmental Authorizations. (a) Unless otherwise set forth in the notes to the Balance Sheet: (i) the Company is in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (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 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 Company has not received, at any time since January 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 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) [RESERVED.]

Compliance with Legal Requirements; Governmental Authorizations. (a) Unless otherwise set forth in the notes to the Balance Sheet: (i) the Company is in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (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 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 Company has not received, at any time since January 1, 19951994, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) [RESERVED.]

Compliance with Legal Requirements; Governmental Authorizations. (a) Unless otherwise set forth in the notes to The Company is, and at all times since the Balance Sheet: (i) the Company is Sheet Date, has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of the business operations currently conducted by the Company and its business subsidiaries or the ownership or use of any of its their respective assets;. (iib) no No event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise 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 (iiic) the The Company has not received, at any time since January 1, 1995the Balance Sheet Date, 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, 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) [RESERVED.]

Compliance with Legal Requirements; Governmental Authorizations. (a) Unless otherwise Except as set forth in the notes Exhibit 3.14, to the Balance Sheetbest of Seller’s knowledge, information and belief: (i) the Company is is, and at all times since January 1, 1999 has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (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 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 Company has not received, at any time since January 1, 19951999, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) [RESERVED.]

Compliance with Legal Requirements; Governmental Authorizations. Except as set forth on Schedule 5.11: (a) Unless otherwise set forth in To the notes to best of the Balance Sheet: (i) Company's knowledge, the Company is is, and at all times since December 31, 1999 has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (iib) To the best of the Company's knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; , and (iiic) To the best of the Company's knowledge, the Company has not received, at any time since January 1December 31, 19951999, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) [RESERVED.]

Compliance with Legal Requirements; Governmental Authorizations. (a) Unless otherwise set forth in To the notes to the Balance Sheet: (i) Company’s Knowledge, the Company is is, and at all times since December 31, 2007, has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; ; (iib) no event has occurred or circumstance exists to the Company’s Knowledge that (with or without notice or lapse of time) (Ai) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, Requirement or (Bii) 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 and (iiic) except for routine correspondence with Governmental Bodies, the Company has not received, at any time since January 1December 31, 1995, 2007 any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (Ai) any actual, alleged, possible, possible or potential violation of, or failure to comply with, any Legal Requirement, Requirement or (Bii) any actual, alleged, possible, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. The Contemplated Transactions are not, and will not be, subject to any bulk sales laws or other similar Legal Requirements. (b) [RESERVED.]

Compliance with Legal Requirements; Governmental Authorizations. (a) Unless otherwise set forth Each Acquired Company is, and at all times has been, in the notes to the Balance Sheet: (i) the Company is in full material compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets;. (iib) no No event has occurred or circumstance exists that (with or without notice or lapse of time) (Ai) may constitute or result in a material violation by the any Acquired Company of, or a material failure on the part of the any Acquired Company to comply with, any Legal Requirement, or (Bii) may give rise to any material obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) the Company has not received, at any time since January 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 Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (bc) [RESERVEDNo Acquired Company has received, at any time since January 1, 2014, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (i) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement, or (ii) 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 material nature.]

Compliance with Legal Requirements; Governmental Authorizations. (a) Unless otherwise set forth in the notes to the Balance Sheet: (i) the Acquired Company is is, and at all times since its incorporation has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (iib) Sellers have no Knowledge of any 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 Acquired Company of, or a failure on the part of the Acquired Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iiic) the Acquired Company has not received, at any time since January 1, 1995, the date of its incorporation any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) [RESERVED.]

Compliance with Legal Requirements; Governmental Authorizations. (a) Unless otherwise Except as set forth in the notes to the Balance SheetSchedule 3.13, attached hereto and incorporated herein by reference: (i) the The Company is is, and at all times since January 1, 2008 has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (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 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 Company has not received, at any time since January 1, 19952008, 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 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) [RESERVED.]

Compliance with Legal Requirements; Governmental Authorizations. (a) Unless otherwise Except as set forth in ss.3.15(a) of the notes to the Balance Sheet:Sellers' Disclosure Schedule, (i) the Company is is, and at all times since December 31, 1994 has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (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 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 Company has not received, at any time since January 1, 1995time, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) [RESERVED.]ss.3.15

Compliance with Legal Requirements; Governmental Authorizations. (a) Unless otherwise Except as set forth in Part 3.14 of the notes to Disclosure Letter: the Balance Sheet: (i) the Acquired Company is is, and at all times since December 11, 2000 has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (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 Acquired Company of, or a failure on the part of the Acquired Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) and the Acquired Company has not received, at any time since January 1December 11, 19952000, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) [RESERVED.]