Compliance with Laws, Etc Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Compliance with Laws Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
Compliance with Laws; Permits (a) Except as disclosed in the Latest 10-K and in the Company’s Quarterly Report on Forms 10-Q filed on June 9, 2010 and September 13, 2010 (collectively, and together with the Latest Schedule 14A, the “Filed Company SEC Documents”) and set forth on Section 3.8(a) of the Company Disclosure Schedule, each of the Company and its Subsidiaries has complied in all material respects with and, to the Knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any material violation of, and no reasonable basis exists for any such violation of, all laws, statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries. (b) Except as set forth on Section 3.8(b) of the Company Disclosure Schedule, the Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, approvals and authorizations from, and since July 31, 2005 have made all filings with, Governmental Authorities necessary and/or legally required for the lawful conduct of their respective businesses (collectively, “Permits”). Since July 31, 2005, the Company and its Subsidiaries have materially complied, and are now in material compliance, with the terms of all Permits, and all such Permits are valid and in full force and effect. Except as disclosed in the Filed Company SEC Documents and set forth on Section 3.8(b) of the Company Disclosure Schedule, since July 31, 2005, neither the Company nor any of its Subsidiaries has received any written notice or other communication from any Governmental Authority regarding (i) any actual or possible violation of Law or any Permit or failure to comply in any material respect with any term or requirement of any Permit or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Permit. None of the material Permits will be terminated or impaired, or will become terminable, in whole or in part, as a result of the Merger or any of the other Transactions.
Compliance with Laws and Policies In carrying out the terms of this Agreement, both Parties shall comply with all applicable federal, state and local laws, regulations and rules, DSRIP Requirements, and the CNYCC Compliance Program.