LICENSES AND STANDARDS 17 5.1 CONTRACTOR warrants that it has all necessary licenses and permits 18 required by the laws of the United States, State of California, County of 19 Orange and all other appropriate governmental agencies to perform the services 20 described in this Agreement, and agrees to maintain these licenses and permits 21 in effect for the duration of this Agreement. Further, CONTRACTOR warrants 22 that its employees shall conduct themselves in compliance with such laws and 23 licensure requirements including, without limitation, compliance with laws 24 applicable to sexual harassment and ethical behavior.
Consents and Approvals; No Violations Except for Permits as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act and applicable foreign and state securities or blue sky laws and the HSR Act, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Organizational Documents of the Company or any of its material Subsidiaries, (b) require the Company to make any filing with, provide any notice to, or obtain any Permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such Permit, authorization, consent or approval or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement), (c) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (d) except as set forth on Schedule 3.3(d), result in a violation or breach of, require any -------------- notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, acceleration or right of non- renewal or require any prepayment or offer to purchase any debt) under, any of the terms, conditions or provisions of any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company's or any of its Subsidiaries' properties or assets may be bound, (e) violate any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (f) result in the loss, forfeiture, revocation, termination or diminution of any Permit, except in the case of clauses (b), (c), (d), (e) and (f), for violations, breaches, defaults, losses, forfeitures, revocations, terminations or diminutions which would not, individually or in the aggregate, cause a Material Adverse Effect.