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

Compliance with Legal Requirements; Governmental Authorizations. (a) The Company and its Subsidiaries are, and at all times since July 1, 2006, have been, in compliance in all material respects with all Legal Requirements that are or were applicable to the operation of their business or the ownership or use of any of their assets. The Company and its Subsidiaries have not received, at any time since July 1, 2006, any written notice from any Governmental Authority regarding any actual, alleged or potential violation of or failure to comply with any Legal Requirement. (b) Section 3.11(b) of the Company Disclosure Schedule contains a true and complete list of each material Governmental Authorization (including each Environmental Permit) that is held by the Company or any of its Subsidiaries. Each such Governmental Authorization is valid and in full force and effect. The Company and its Subsidiaries are, and at all times since July 1, 2006, have been, in compliance in all material respects with each such Governmental Authorization. The Company and its Subsidiaries have not received, at any time since July 1, 2006, any written notice from any Governmental Authority regarding (i) any actual, alleged or potential violation of or failure to comply with any term or requirement of any such Governmental Authorization, or (ii) any actual, proposed, or potential revocation, suspension, cancellation or termination of, or modification to, any such Governmental Authorization. The Governmental Authorizations listed in Section 3.11(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiaries to conduct and operate their business in all material respects in the manner it is currently conducted.

Compliance with Legal Requirements; Governmental Authorizations. (a) The Company and its Subsidiaries are, and at all times since July January 1, 20062012, have been, in compliance in all material respects with all Legal Requirements that are or were applicable to the Company and its Subsidiaries, the operation of their business or the ownership or use of any of their assetsproperty or assets (excluding Legal Requirements specifically addressed elsewhere in this Article III). The Neither the Company and nor any of its Subsidiaries have not received, at any time since July January 1, 20062012, any written notice from any Governmental Authority regarding any actual, alleged or potential violation of or failure to comply with any Legal Requirement. (b) Section 3.11(b) of the Company Disclosure Schedule contains a true complete and complete accurate list of each material Governmental Authorization (including each Environmental Permit) that is held by the Company or any of its Subsidiaries. Each such Governmental Authorization is valid and in full force and effect. The Company and its Subsidiaries are, and at all times since July January 1, 20062012, have been, in compliance in all material respects with each such Governmental Authorization. The Neither the Company and nor any of its Subsidiaries have not received, at any time since July January 1, 20062012, any written notice from any Governmental Authority regarding (i) any actual, alleged or potential violation of or failure to comply with any term or requirement of any such Governmental Authorization, or (ii) any actual, proposed, or potential revocation, suspension, cancellation or termination of, or modification to, any such Governmental Authorization. The Governmental Authorizations listed in Section 3.11(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiaries to conduct and operate their business in all material respects in the manner it is currently conducted.

Compliance with Legal Requirements; Governmental Authorizations. (a) The Each Acquired Company has complied with and its Subsidiaries arewill be, and at all times since July 1, 2006, have beenas of the Closing Date, in compliance in all material respects with all Legal Requirements each law, ordinance, regulation and rule, and Order that are is or were was applicable to it or to the conduct or operation of their its business or the ownership or use of any of their its assets. The No event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation by any Acquired Company and its Subsidiaries have not receivedof, at or a failure on the part of any time since July 1, 2006Acquired Company to comply with, any written notice from such applicable law, ordinance, regulation and rule, and Order. Except as set forth in Part 3.14 of the Disclosure Letter, there is no Order to which any Governmental Authority regarding of the Acquired Companies, or any actualof the assets owned or used by any Acquired Company, alleged or potential violation of or failure to comply with any Legal Requirementis subject. Each Acquired Company has filed all applicable government reports required by law. All reports filed by each Acquired Company are true, correct and complete. (b) Section 3.11(b) Each of the Company Disclosure Schedule contains a true and complete list Acquired Companies has received all Governmental Authorizations that are necessary and/or legally required for the Acquired Companies to conduct its respective business as currently conducted without any violation of each material Governmental Authorization (including each Environmental Permit) that is held by the Company or any of its Subsidiariesapplicable law. Each All such Governmental Authorization is valid and Authorizations are in full force and effecteffect and are listed in Part 3.14 to the Disclosure Letter and to the Knowledge of the Acquired Companies there exists no current default under or violation of any such permit or approval. The Company and its Subsidiaries are, and at all times since July 1, 2006, have been, in compliance in all material respects with each such Governmental Authorization. The Company and its Subsidiaries have not received, at Neither of the Acquired Companies has received any time since July 1, 2006, any written notice or other communication from any Governmental Authority governmental authority regarding (i) any actual, alleged actual or potential possible violation of law or any Governmental Authorization or any failure to comply with any term or requirement of any such Governmental Authorization, or (ii) any actualactual or possible revocation, proposed, or potential revocationwithdrawal, suspension, cancellation or cancellation, termination of, or modification to, of any such Governmental Authorization. The Governmental Authorizations listed in Section 3.11(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiaries to conduct and operate their business in all material respects in the manner it is currently conducted.

Compliance with Legal Requirements; Governmental Authorizations. (a) The Company and its Subsidiaries areEach of the Acquired Corporations is, and has at all times since July 1, 2006, have been, in compliance in all material respects with all applicable Legal Requirements that are or were applicable to Requirements. Except as set forth in Part 2.12(a) of the operation of their business or the ownership or use of any of their assets. The Company and its Subsidiaries have not receivedDisclosure Schedule, at any time since July January 1, 2006, 2003 none of the Acquired Corporations has received any written notice or (to the Knowledge of the Company) other communication from any Governmental Authority Body or other Person regarding any actualactual or alleged material violation of, alleged or potential violation of or failure to comply in any material respect with any Legal Requirement. (b) Section 3.11(bPart 2.12(b) of the Company Disclosure Schedule contains a true and complete list of identifies each material Governmental Authorization (including each Environmental Permit) that is held by any of the Acquired Corporations, and the Company has delivered or any made available to Parent accurate and complete copies of its Subsidiaries. Each all such Governmental Authorization is Authorizations. The Governmental Authorizations identified in Part 2.12(b) of the Disclosure Schedule are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted. The Company and its Subsidiaries areEach Acquired Corporation is, and at all times since July 1, 2006, have has been, in substantial compliance with the terms and requirements of the Governmental Authorizations identified in all material respects with each such Governmental AuthorizationPart 2.12(b) of the Disclosure Schedule. The Company and its Subsidiaries have not received, at any time since July Since January 1, 20062003, none of the Acquired Corporations has received any written notice or (to the Knowledge of the Company) other communication from any Governmental Authority Body regarding (ia) any actual, actual or alleged or potential violation of or failure to comply with any term or requirement of any such material Governmental Authorization, or (iib) any actualactual or alleged revocation, proposed, or potential revocationwithdrawal, suspension, cancellation or cancellation, termination of, or modification to, of any such material Governmental Authorization. The No Governmental Authorizations listed Body has at any time challenged in Section 3.11(bwriting the right of any of the Acquired Corporations to design, manufacture, license, offer or sell any of its products or services. (c) Except as set forth in Part 2.12(c) of the Company Disclosure Schedule collectively constitute all Schedule, each of the Governmental Authorizations necessary to permit the Company Acquired Corporations is, and its Subsidiaries to conduct and operate their business has at all times been, in compliance in all material respects with all Legal Requirements relating to the export, re-export, import and transfer of products, commodities, services and technology from the jurisdiction of one Governmental Body to another. (d) Part 2.12(d) of the Disclosure Schedule contains each Company Privacy Policy in effect at any time since January 1, 2002 and identifies, with respect to each Company Privacy Policy: (i) the period of time during which such privacy policy was or has been in effect; (ii) whether the terms of a later Company Privacy Policy apply to the data or information collected under such privacy policy; and (iii) if applicable, the mechanism (such as opt-in, opt-out or notice only) used to apply a later Company Privacy Policy to data or information previously collected under such privacy policy. Each Acquired Corporation has complied at all times and in all material respects with all of the Company Privacy Policies and with all applicable Legal Requirements pertaining to privacy, User Data or Personal Data. Neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement nor the consummation of any of the transactions contemplated by this Agreement or any such other agreements, nor Parent’s possession or use of the User Data or any data or information in the manner it Company Databases (as defined in Section 2.12(e)), will result in any violation of any Company Privacy Policy or any Legal Requirement pertaining to privacy, User Data or Personal Data. (e) Part 2.12(e) of the Disclosure Schedule identifies and describes each distinct electronic or other database containing (in whole or in part) Personal Data maintained by or for any Acquired Corporation at any time (the “Company Databases”), the types of Personal Data in each such database, the means by which the Personal Data was collected, and the security policies that have been adopted and maintained with respect to each such database. No material breach or violation of any such security policy has occurred or, to the Knowledge of the Company, is currently conductedthreatened, and to the Knowledge of the Company there has been no unauthorized or illegal use of or access to any of the data or information in any of the Company Databases.

Compliance with Legal Requirements; Governmental Authorizations. (a) The Company and its Subsidiaries areis, and at all times since July January 1, 20062009, have has been, in compliance in all material respects with all Legal Requirements that are or were applicable to the operation of their business the Business or the ownership or use of any of their its assets. The Company and its Subsidiaries have has not received, at any time since July 1, 2006, received any written notice or other written communication from any Governmental Authority or other Person regarding any actual, alleged or potential violation of or failure to comply with any Legal Requirement. All matters set forth on Section 2.11(a) of the Disclosure Schedule have been resolved with no additional liability to the Company. (b) Section 3.11(b2.11(b) of the Company Disclosure Schedule contains a true and complete list of each material Governmental Authorization (including including, without limitation, each permit pertaining to Environmental PermitLaws) that is required to be held by the Company or any of its SubsidiariesCompany. Each such Governmental Authorization is valid and in full force and effect. The Company and its Subsidiaries areis, and at all times since July 1, 2006, have has been, in compliance in all material respects with each such Governmental Authorization. The Company and its Subsidiaries have has not received, at any time since July 1, 2006, received any written notice or other written communication from any Governmental Authority or other Person regarding (i) any actual, alleged or potential violation of or failure to comply with any term or requirement of any such Governmental Authorization, or (ii) any actual, proposed, or potential revocation, suspension, cancellation or termination of, or modification to, any such Governmental Authorization. The Governmental Authorizations listed in Section 3.11(b2.11(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiaries to lawfully conduct and operate their business in all material respects the Business in the manner it is currently conducted. (c) The Company has not violated any applicable U.S. Export and Import Laws, or made a voluntary disclosure with respect to any violation of such Legal Requirements. The Company has been and is in compliance with all applicable Foreign Export and Import Laws, and has not made a voluntary disclosure with respect to any violation of such Legal Requirements. The Company has obtained all import and export licenses required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of its business. The Company has at all times been in compliance with all applicable Legal Requirements relating to trade embargoes and sanctions, and no product, service or financing provided by it has been, directly or indirectly, provided to, sold to or performed for or on behalf of any country or Person against whom the United States maintains economic sanctions or an arms embargo unless authorized by license or by Legal Requirement. (d) There is no export or import related Proceeding pending, or to the Knowledge of the Company, threatened against the Company or any of its officers or directors (in their capacity as an officer or director of the Company) by or before (or, in the case of a threatened matter, that would come before) any Governmental Authority. (e) Section 2.11(e) of the Disclosure Schedule describes all proposed or actual Orders from, settlements with or commitments to any Governmental Authority pertaining to any matters addressed in this Section 2.11, and the Company is in full compliance with any such settlements or commitments. The Company’s export privileges have not been, and would not reasonably expected to be, revoked, suspended or restricted in any material respect by any Governmental Authority as a result of any actions taken by or on behalf of the Company prior to the Closing.

Compliance with Legal Requirements; Governmental Authorizations. (a) The Company and its Subsidiaries areExcept as set forth in Part 2.12 of the Disclosure Schedule, each of the Acquired Corporations is, and has at all times since July December 1, 2006, have 1998 been, in compliance in all material respects with all applicable Legal Requirements that are Requirements. Except as set forth in Part 2.12(a) of the Disclosure Schedule, since December 1, 1998, none of the Acquired Corporations has received any notice or were applicable other communication (in writing or, to the operation Knowledge of their business or the ownership or use of any of their assets. The Company and its Subsidiaries have not receivedCompany, at any time since July 1, 2006, any written notice otherwise) from any Governmental Authority Body or other Person regarding any actualactual or possible material violation of, alleged or potential violation of or failure to comply with any material provision of, any Legal Requirement. (b) Section 3.11(bPart 2.12(b) of the Company Disclosure Schedule contains a true and complete list of identifies each material Governmental Authorization (including each Environmental Permit) that is held by any of the Acquired Corporations, and the Company or any has delivered to Parent accurate and complete copies of its Subsidiaries. Each all such Governmental Authorization is Authorizations. The Governmental Authorizations identified in Part 2.12(b) of the Disclosure Schedule are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted. The Company and its Subsidiaries areEach Acquired Corporation is, and at all times since July December 1, 2006, have 1998 has been, in substantial compliance with the terms and requirements of the Governmental Authorizations identified in all material respects with each such Governmental AuthorizationPart 2.12(b) of the Disclosure Schedule. The Company and its Subsidiaries have not received, at any time since July Since December 1, 20061998, none of the Acquired Corporations has received any written notice or other communication (in writing or, to the Knowledge of the Company, otherwise) from any Governmental Authority Body regarding (ia) any actual, alleged actual or potential possible violation of or failure to comply with any term or requirement of any such material Governmental Authorization, or (iib) any actualactual or possible revocation, proposed, or potential revocationwithdrawal, suspension, cancellation or cancellation, termination of, or modification to, any such Governmental Authorization. The Governmental Authorizations listed in Section 3.11(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiaries to conduct and operate their business in all material respects in the manner it is currently conducted.any

Compliance with Legal Requirements; Governmental Authorizations. (a) The Company and its Subsidiaries are, and at all times since July January 1, 20062012, have been, in compliance in all material respects with all Legal Requirements that are or were applicable to the Company and its Subsidiaries, the operation of their its business or the ownership or use of any of their its property or assets. The Company and its Subsidiaries have not received, at any time since July January 1, 20062012, any written notice from any Governmental Authority regarding any actual, alleged or potential violation of or failure to comply with any Legal Requirement. (b) Section 3.11(b2.11(b) of the Company Disclosure Schedule contains a true complete and complete accurate list of each material Governmental Authorization (including each Environmental Permit) that is held by the Company or any of its Subsidiaries. Each such Governmental Authorization is valid and in full force and effect. The Company and its Subsidiaries are, and at all times since July January 1, 20062012, have been, in compliance in all material respects with each such Governmental Authorization. The Neither the Company and nor any of its Subsidiaries have not has received, at any time since July January 1, 20062012, any written notice from any Governmental Authority regarding (i) any actual, alleged or potential violation of or failure to comply with any term or requirement of any such Governmental Authorization, or (ii) any actual, proposed, or potential revocation, suspension, cancellation or termination of, or modification to, any such Governmental Authorization. The Governmental Authorizations listed in Section 3.11(b2.11(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiaries to conduct and operate their business in all material respects in the manner it is currently conducted.

Compliance with Legal Requirements; Governmental Authorizations. (a) The Except as set forth in Schedule 3.9(a), (i) the Company has complied and its Subsidiaries are, and at all times since July 1, 2006, have been, is in compliance in all material respects with all each Legal Requirement (including Environmental Laws and Legal Requirements relating to the regulation of the insurance industry or the employment, termination of employment, or failure to employ, any former, current, and prospective employees, independent contractors and “leased employees” (within the meaning of § 414(n) of the Code)) that are or were is applicable to it or to the conduct or operation of their business the Business or the ownership or use of any of their assets. The its properties or assets and (ii) the Company and its Subsidiaries have has not received, at any time since July 1, 2006, any written received notice from any Governmental Authority Body or any other Person regarding (A) any actual, alleged alleged, or potential material violation of of, or failure to comply with with, any such Legal Requirement or (B) any actual, alleged, or potential material obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action pursuant to any such Legal Requirement. (b) Section 3.11(bSchedule 3.9(b) of the Company Disclosure Schedule contains a true complete and complete accurate list of each material Governmental Authorization (including each Environmental Permit) that is held by the Company or any that otherwise relates to the Business, in each case indicating the expiration date thereof, if any. The Governmental Authorizations listed on Schedule 3.9(b) constitute all material Governmental Authorizations required under applicable Legal Requirements to permit the Company’s operation of its Subsidiariesthe Business in the manner in which it is currently conducted. Each such Governmental Authorization listed on Schedule 3.9(b) is valid and in full force and effect. The Except as set forth on Schedule 3.9(b), the Company and its Subsidiaries are, and at all times since July 1, 2006, have been, in compliance has complied in all material respects with each such Governmental Authorization. The Company and its Subsidiaries have not received, at any time since July 1, 2006, any written notice from any Governmental Authority regarding (i) any actual, alleged or potential violation of or failure to comply with any term or requirement of any such Governmental Authorization, or (ii) any actual, proposed, or potential revocation, suspension, cancellation or termination of, or modification to, any such Governmental Authorization. The Governmental Authorizations listed in Section 3.11(b) of the Company Disclosure Schedule collectively constitute all of the terms and requirements of each Governmental Authorizations necessary to permit the Company and its Subsidiaries to conduct and operate their business in all material respects in the manner it is currently conductedAuthorization identified on Schedule 3.9(b).

Compliance with Legal Requirements; Governmental Authorizations. (a) The Company and its Subsidiaries areEach of the Acquired Corporations is, and has at all times since July 1, 2006, have been, in compliance in all material respects with all applicable Legal Requirements that are Requirements. None of the Acquired Corporations has received any notice or were applicable to the operation of their business or the ownership or use of any of their assets. The Company and its Subsidiaries have not received, at any time since July 1, 2006, any written notice other communication from any Governmental Authority Body or other Person regarding any actualalleged violation of, alleged or potential violation of or failure to comply with with, any Legal Requirement. (b) Section 3.11(bPart 2.12(b) of the Company Disclosure Schedule contains a true identifies each Governmental Authorization held by any of the Acquired Corporations, and the Company has delivered to Parent accurate and complete list copies of each material all such Governmental Authorization (including each Environmental Permit) that is Authorizations. The Governmental Authorizations held by the Company or any of its Subsidiaries. Each such Governmental Authorization is Acquired Corporations are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their business in the manner in which such business is currently being conducted and is proposed to be conducted. The Company and its Subsidiaries areEach Acquired Corporation is, and at all times since July 1, 2006, have has been, in substantial compliance in all material respects with each such the terms and requirements of the Governmental AuthorizationAuthorizations held by it. The Company and its Subsidiaries have not received, at None of the Acquired Corporations has received any time since July 1, 2006, any written notice or other communication from any Governmental Authority Body regarding (ia) any actual, alleged actual or potential possible violation of or failure to comply with any term or requirement of any such Governmental Authorization, or (iib) any actualactual or possible revocation, proposed, or potential revocationwithdrawal, suspension, cancellation or cancellation, termination of, or modification to, of any such Governmental Authorization. The No Governmental Authorizations listed in Section 3.11(b) Body has at any time challenged the right of any of the Company Disclosure Schedule collectively constitute all Acquired Corporations to design, manufacture, license, offer or sell any of the Governmental Authorizations necessary to permit the Company and its Subsidiaries to conduct and operate their business in all material respects in the manner it is currently conductedproducts or services.

Compliance with Legal Requirements; Governmental Authorizations. (a) The Company and its Subsidiaries areEach of the Acquired Corporations is, and has at all times since July January 1, 2006, have 1998 been, in compliance in all material respects with all applicable Legal Requirements that are Requirements. Except as set forth in Part 2.12(a) of the Disclosure Schedule, since January 1, 1998, none of the Acquired Corporations has received any notice or were applicable other communication (in writing or, to the operation Knowledge of their business or the ownership or use of any of their assets. The Company and its Subsidiaries have not receivedCompany, at any time since July 1, 2006, any written notice otherwise) from any Governmental Authority Body or other Person regarding any actualalleged material violation of, alleged or potential failure to comply with, any Legal Requirement. (b) Part 2.12(b) of the Disclosure Schedule identifies each material Governmental Authorization held by any of the Acquired Corporations, and the Company has made available to Parent or its advisors accurate and complete copies of all such Governmental Authorizations. The Governmental Authorizations held by the Acquired Corporations are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted and are proposed to be conducted. Each Acquired Corporation is, and at all times since January 1, 1998 has been, in substantial compliance with the terms and requirements of the Governmental Authorizations held by it. Since January 1, 1998, none of the Acquired Corporations has received any notice or other communication (in writing or, to the Knowledge of the Company, otherwise) from any Governmental Body regarding (a) any actual or possible material violation of or failure to comply with any Legal Requirement. (b) Section 3.11(b) of the Company Disclosure Schedule contains a true and complete list of each material Governmental Authorization (including each Environmental Permit) that is held by the Company or any of its Subsidiaries. Each such Governmental Authorization is valid and in full force and effect. The Company and its Subsidiaries are, and at all times since July 1, 2006, have been, in compliance in all material respects with each such Governmental Authorization. The Company and its Subsidiaries have not received, at any time since July 1, 2006, any written notice from any Governmental Authority regarding (i) any actual, alleged or potential violation of or failure to comply with any term or requirement of any such material Governmental Authorization, or (iib) any actualactual or possible revocation, proposed, or potential revocationwithdrawal, suspension, cancellation or cancellation, termination of, or modification to, of any such material Governmental Authorization. The No Governmental Authorizations listed Body has at any time challenged in Section 3.11(b) writing the right of any of the Company Disclosure Schedule collectively constitute all Acquired Corporations to design, manufacture, license, offer or sell any of the Governmental Authorizations necessary to permit the Company and its Subsidiaries to conduct and operate their business in all material respects in the manner it is currently conductedproducts or services.

Compliance with Legal Requirements; Governmental Authorizations. (a) The Company and its Subsidiaries areis, and at all times since July January 1, 20062009, have has been, in compliance in all material respects with all Legal Requirements that are or were applicable to the operation of their business the Business or the ownership or use of any of their its assets. The Company and its Subsidiaries have has not received, at any time since July 1, 2006, received any written notice or other written communication from any Governmental Authority or other Person regarding any actual, alleged or potential violation of or failure to comply with any Legal Requirement. All matters set forth on Section 2.11(a) of the Disclosure Schedule have been resolved with no additional liability to the Company. (b) Section 3.11(b2.11(b) of the Company Disclosure Schedule contains a true and complete list of each material Governmental Authorization (including including, without limitation, each permit pertaining to Environmental PermitLaws) that is required to be held by the Company or any of its SubsidiariesCompany. Each such Governmental Authorization is valid and in full force and effect. The Company and its Subsidiaries areis, and at all times since July 1, 2006, have has been, in compliance in all material respects with each such Governmental Authorization. The Company and its Subsidiaries have has not received, at any time since July 1, 2006, received any written notice or other written communication from any Governmental Authority or other Person regarding (i) any actual, alleged or potential violation of or failure to comply with any term or requirement of any such Governmental Authorization, or (ii) any actual, proposed, or potential revocation, suspension, cancellation or termination of, or modification to, any such Governmental Authorization. The Governmental Authorizations listed in Section 3.11(b2.11(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiaries to lawfully conduct and operate their business in all material respects the Business in the manner it is currently conducted. (c) The Company has not violated any applicable U.S. Export and Import Laws, or made a voluntary disclosure with respect to any violation of such Legal Requirements. The Company has been and is in compliance with all applicable Foreign Export and Import Laws, and has not made a voluntary disclosure with respect to any violation of such Legal Requirements. The Company has obtained all import and export licenses required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of its business. The Company has at all times been in compliance with all applicable Legal Requirements relating to trade embargoes and sanctions, and no product, service or financing provided by it has been, directly or indirectly, provided to, sold to or performed for or on behalf of any country or Person against whom the United States maintains economic sanctions or an arms embargo unless authorized by license or by Legal Requirement. (d) There is no export or import related Proceeding pending, or to the Knowledge of the Company, threatened against the Company or any of its officers or directors (in their capacity as an officer or director of the Company) by or before (or, in the case of a threatened matter, that would come before) any Governmental Authority. (e) Section 2.11(e) of the Disclosure Schedule describes all proposed or actual Orders from, settlements with or commitments to any Governmental Authority pertaining to any matters addressed in this Section 2.11, and the Company is in full compliance with any such settlements or commitments. The Company's export privileges have not been, and would not reasonably expected to be, revoked, suspended or restricted in any material respect by any Governmental Authority as a result of any actions taken by or on behalf of the Company prior to the Closing.

Compliance with Legal Requirements; Governmental Authorizations. (a) The Except as set forth in Section 3.14 of the Company's Schedule: (i) each Acquired Company and its Subsidiaries are, and at all times since July 1, 2006, have been, is in compliance in all material respects with all Legal Requirements that are Requirements, the violation of which would have a material adverse effect on such Acquired Company; (ii) No action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or were applicable notice has been filed, commenced, or, to the operation Knowledge of their business or the ownership or use of Company, threatened against any of their assets. The Acquired Company and its Subsidiaries have not received, at alleging any time since July 1, 2006, any written notice from any Governmental Authority regarding any actual, alleged or potential violation of or failure to comply with any Legal Requirementso comply. (b) Section 3.11(b) 3.14 of the Company Disclosure Company's Schedule contains a true complete and complete accurate list of each material Governmental Authorization (including each Environmental Permit) that is held by the Company or any of its SubsidiariesAcquired Company. Each such Governmental Authorization listed or required to be listed in Section 3.14 of the Company's Schedule is valid and in full force and effect. The Except as set forth in Section 3.14 of the Company's Schedule, no Acquired Company and its Subsidiaries are, and at all times since July 1, 2006, have been, in compliance in all material respects with each such Governmental Authorization. The Company and its Subsidiaries have not has received, at any time since July January 1, 20061996, any written notice from any Governmental Authority regarding Body or any other Person regarding: (i) any actual, alleged or potential violation of or failure to comply with any term or requirement of any such Governmental Authorization, or ; or (ii) any actual, proposed, actual proposed or potential revocation, withdrawal, suspension, cancellation or cancellation, termination of, or modification toto any Governmental Authorization (iii) any actual, proposed or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any such Governmental Authorization. The Governmental Authorizations listed in Section 3.11(b) 3.14 of the Company Disclosure Company's Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiaries Acquired Companies to lawfully conduct and operate their business in all material respects businesses in the manner it is they currently conductedconduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets.