Common use of Court Orders, Decrees and Laws Clause in Contracts

Court Orders, Decrees and Laws. (a) There is no outstanding or, to the knowledge of Seller, threatened order, writ, injunction, or decree of any court, Governmental Authority, or arbitration tribunal against the Company affecting, involving or relating to the Business. The Company is not in violation of any applicable federal, state or local law, regulation, ordinance, zoning requirement, governmental restriction, order, judgment or decree affecting, involving or relating to the Business except where such noncompliance has not had, and could not reasonably be expected to have, a Material Adverse Effect, and the Company has not received any notices of any allegation of any such violation. The foregoing shall be deemed to include laws and regulations relating to the federal patent, copyright, and trademark laws, state trade secret an unfair competition laws, and to all other applicable laws, including equal opportunity, wage and hour, and other employment matters, and antitrust and trade regulations, safety (including OSHA), environmental (including wetlands), antipollution, building, zoning or health laws, ordinances and regulations. (b) Schedule 5.18(b) sets forth, with respect to the Company, all material approvals, authorizations, certifications, consents, variances, permissions, licenses, or permits to or from, or filings, notices, or recordings or registrations to or with, any Governmental Authority (the "Authorizations"), including, without limitation, all Authorizations permitting the provision by the Company of local or long distance or international telecommunication services. The Authorizations constitute all approvals, authorizations, certifications, consents, variances, permissions, licenses, or permits to or from, or filings, notices, or recordings to or with, any Governmental Authority that are required for the ownership and use of the Assets and the conduct of the Business under federal, state, and local law, regulation, ordinance, or decree, except to the extent that the failure of the Company to have any of the foregoing would not have, and would not reasonably be expected to have, a Material Adverse Effect. Except as set forth on Schedule 5.18(b), the Company is in compliance, in all material respects, with all terms and conditions of such required Authorizations. All of the Authorizations are in full force and effect, and to Seller's knowledge, no suspension or cancellation of any of them is being threatened. Except as set forth on Schedule 5.18(b), the Company is in compliance, in all material respects, with all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables contained in those laws or contained in any law, regulation, code, plan, order, decree, judgment, notice, or demand letter issued, entered, promulgated, or approved thereunder relating to or affecting the Business.

Court Orders, Decrees and Laws. (a) There is no outstanding or, to the knowledge of Seller, threatened order, writ, injunction, or decree of any court, Governmental Authority, or arbitration tribunal against the Company affecting, involving or relating to the Business. The Company is not in violation of any applicable federal, state or local law, regulation, ordinance, zoning requirement, governmental restriction, order, judgment or decree affecting, involving or relating to the Business except where such noncompliance has not had, and could not reasonably be expected to have, a Material Adverse Effect, and the Company has not received any notices of any allegation of any such violation. The foregoing shall be deemed to include laws and regulations relating to the federal patent, copyright, and trademark laws, state trade secret an unfair competition laws, and to all other applicable laws, including equal opportunity, wage and hour, and other employment matters, and antitrust and trade regulations, safety (including OSHA), environmental (including wetlands), antipollution, building, zoning or health laws, ordinances and regulations. (b) . Schedule 5.18(b) sets forth, with respect to the Company, all material approvals, authorizations, certifications, consents, variances, permissions, licenses, or permits to or from, or filings, notices, or recordings or registrations to or with, any Governmental Authority (the "Authorizations"), including, without limitation, all Authorizations permitting the provision by the Company of local or long distance or international telecommunication services. The Authorizations constitute all approvals, authorizations, certifications, consents, variances, permissions, licenses, or permits to or from, or filings, notices, or recordings to or with, any Governmental Authority that are required for the ownership and use of the Assets and the conduct of the Business under federal, state, and local law, regulation, ordinance, or decree, except to the extent that the failure of the Company to have any of the foregoing would not have, and would not reasonably be expected to have, a Material Adverse Effect. Except as set forth on Schedule 5.18(b), the Company is in compliance, in all material respects, with all terms and conditions of such required Authorizations. All of the Authorizations are in full force and effect, and to Seller's knowledge, no suspension or cancellation of any of them is being threatened. Except as set forth on Schedule 5.18(b), the Company is in compliance, in all material respects, with all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables contained in those laws or contained in any law, regulation, code, plan, order, decree, judgment, notice, or demand letter issued, entered, promulgated, or approved thereunder relating to or affecting the Business.

Court Orders, Decrees and Laws. (a) There is no outstanding or, to the best knowledge of SellerTelecarrier or any Stockholder, threatened order, writ, injunction, or decree of any court, Governmental Authoritygovernmental agency, or arbitration tribunal against the Company Telecarrier affecting, involving or relating to the Telecommunication Business. The Company Telecarrier is not in violation of any applicable federal, state or local law, regulation, ordinance, zoning requirement, governmental restriction, order, judgment or decree affecting, involving or relating to the Telecommunication Business except where such noncompliance has not hadno Material Adverse Effect on the Telecommunication Business (including under ownership by Purchaser), and could not reasonably be expected to have, a Material Adverse Effect, and the Company Telecarrier has not received any notices of any allegation of any such violation. The foregoing shall be deemed to include laws and regulations relating to the federal patent, copyright, and trademark laws, state trade secret an unfair competition laws, and to all other applicable laws, including equal opportunity, wage and hour, and other employment matters, and antitrust and trade regulations, safety (including OSHA), environmental (including wetlands), antipollution, building, zoning or health laws, ordinances and regulations. (b) Schedule 5.18(b5.23(b) sets forth, with respect to the CompanyTelecarrier, all material approvals, authorizations, certifications, consents, variances, permissions, licenses, or permits to or from, or filings, notices, or recordings or registrations to or with, any federal, state, or local Governmental Authority Authorities, including the Commission (the "Authorizations"), including, without limitation, all Authorizations permitting the provision by the Company of local or long distance or international telecommunication services. The Authorizations constitute all approvals, authorizations, certifications, consents, variances, permissions, licenses, or permits to or from, or filings, notices, or recordings to or with, any federal, state, or local Governmental Authority Authorities, including the Commission, that are required for the ownership and use of the Assets assets of Telecarrier and the conduct of the Telecommunication Business under federal, state, and local law, regulation, ordinance, zoning requirement, governmental restriction, order, judgment, or decree, except to the extent that the failure of the Company to have any of the foregoing would not have, and would not reasonably be expected to have, a Material Adverse Effect. Except as set forth on Schedule 5.18(b), the Company Telecarrier is in compliance, in all material respects, compliance with all terms and conditions of such required Authorizations. All of the Authorizations are in full force and effect, and to Sellerthe best of Telecarrier's knowledge, no suspension or cancellation of any of them is being threatened, nor will any of the Authorizations be affected by the consummation of the transactions described in this Agreement. Except as set forth on Schedule 5.18(b), the Company Telecarrier is in compliance, in all material respects, compliance with all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables contained in those laws or contained in any law, regulation, code, plan, order, decree, judgment, notice, or demand letter issued, entered, promulgated, or approved thereunder relating to or affecting the Telecommunication Business, except where such noncompliance would not have a Material Adverse Effect.