Common use of Governmental Approvals; Compliance with Laws Clause in Contracts

Governmental Approvals; Compliance with Laws. The Company is in compliance in all respects with all applicable laws and regulations, except where the failure to be in compliance would not have a Material Adverse Effect. The Company has all of the permits, licenses, orders, franchises and other rights and privileges of all federal, state, local or foreign governmental or regulatory bodies necessary for the Company to conduct its business as presently conducted and as contemplated to be conducted, except for those the absence of which would cause a Material Adverse Effect. All such permits, licenses, orders, franchises and other rights and privileges are in full force and effect and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened, and none of such permits, licenses, orders, franchises or other rights and privileges will be affected by the consummation of the transactions contemplated by the Transaction Documents. The Company has never entered into or been subject to any judgment, consent decree, compliance order or administrative order with respect to any aspect of the business, affairs, properties or assets of the Company or received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim from any regulatory agency with respect to any aspect of the business, affairs, properties or assets of the Company. None of the Company, the Company’s officers or directors, or, to the Company’s knowledge, any holders of 5% or more of the Company’s securities: (a) Filed a petition under the federal bankruptcy laws or any state insolvency law or had a filing against, or had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he or it was a general partner; (b) Been convicted in a criminal proceeding or been a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) Been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (the “CFTC”), or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (d) Been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i), or to be associated with persons engaged in any such activity; or (e) Been found by a court of competent jurisdiction in a civil action or by the SEC or the CFTC to have violated any federal or state securities law, or any federal commodities law and the judgment in such civil action or finding by the SEC or CFTC has not been subsequently reversed, suspended, or vacated.

Governmental Approvals; Compliance with Laws. (a) The Company is in compliance in all material respects with all applicable laws and regulations, except where the failure to be in compliance would not have a Material Adverse Effect. The Company has all of the material permits, licenses, orders, franchises and other rights and privileges of all federal, state, local or foreign governmental Governmental Authority or regulatory bodies necessary for the Company to conduct its business as presently conducted and as contemplated to be conducted, except for those the absence of which would cause a Material Adverse Effect(“Permits”). All such permits, licenses, orders, franchises and other rights and privileges Permits are in full force and effect andin all material respects, to the knowledge of the Company, and no suspension or cancellation of any of them is threatened, and none of such permits, licenses, orders, franchises or other rights and privileges Permits will be affected by the consummation of the transactions contemplated by the Transaction Documents. The Except as set forth on Schedule 3.14(a), the operation of the Business as currently conducted is not, and has not, in default or violation of, nor is the Company in default or violation under, any Permit, and, to the Knowledge of the Company, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any terms, condition or provision of any Permit. Except as set forth on Schedule 3.14(a), the Company has never not entered into or been subject to any judgment, consent decree, compliance order or administrative order with respect to any Permit or any material aspect of the business, affairs, properties or assets of the Company or received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim from any regulatory agency with respect to any Permit or any material aspect of the business, affairs, properties or assets of the Company. None of the Company, the Company’s officers or directors, or, to the Company’s knowledge, any holders of 5% or more of the Company’s securities: (a) Filed a petition under the federal bankruptcy laws or any state insolvency law or had a filing against, or had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he or it was a general partner;. (b) Been convicted Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company (in a criminal proceeding or been a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) Been the subject of any ordertheir capacity as director, judgmentofficer, agent, or decreeemployee), not subsequently reversed, suspended or vacated, of has at any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, time during the following activities: last six years: (i) Acting as used any corporate funds of the Company for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity in respect of the business, or failed to disclose fully any such contribution in violation of applicable laws; (ii) directly or indirectly, paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a futures commission merchantgovernmental official or Governmental Authority, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, in the United States or any other person regulated by the Commodity Futures Trading Commission (the “CFTC”)country, or an associated person of which is in any manner illegal under any law of the foregoingUnited States or any other country having jurisdiction; (iii) made any unlawful payment or given any other unlawful consideration to any customer, agent, distributor or as an investment advisersupplier of the Company or any director, underwriterofficer, broker or dealer in securitiesagent, or as an affiliated person, director or employee of such customer or supplier; (iv) violated or is in violation of any investment companyprovision of the Foreign Corrupt Practices Act of 1977, bank, savings and loan association or insurance companyas amended, or engaging in other similar applicable laws; or continuing any conduct or practice in connection with such activity; (iiv) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (d) Been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i), or to be associated with persons engaged in any such activity; or (e) Been found by business with any Person with whom, or in any country in which, it is prohibited for a court of competent jurisdiction in a civil action United States Person to engage under law or under applicable United States sanctions administered by the SEC or Office of Foreign Assets Control of the CFTC to have violated any federal or state securities law, or any federal commodities law and U.S. Department of the judgment in such civil action or finding by the SEC or CFTC has not been subsequently reversed, suspended, or vacatedTreasury.

Governmental Approvals; Compliance with Laws. The (a) To the Knowledge of the Company, the Company is in compliance in all material respects with all applicable laws and regulations, except where the failure to be in compliance would not have a Material Adverse Effect. The Company has all of the material permits, licenses, orders, franchises and other rights and privileges of all federal, state, local or foreign governmental or regulatory bodies reasonably necessary for the Company to conduct its business as presently conducted and as contemplated to be conducted, except for those the absence of which would cause a Material Adverse Effect. All such permits, licenses, orders, franchises and other rights and privileges are in full force and effect and, to the knowledge Knowledge of the Company, no suspension or cancellation of any of them is threatened, and none of such permits, licenses, orders, franchises or other rights and privileges will be affected by the consummation of the transactions contemplated by the a Transaction DocumentsDocument. The Company has never entered into or been subject to any judgment, consent decree, compliance order or administrative order with respect to any material aspect of the business, affairs, properties or assets of the Company or received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim from any regulatory agency with respect to any aspect of the business, affairs, properties or assets of the Company. None . (b) Neither the Company, nor the Company's officers, nor to the Knowledge of the Company, the Company’s officers or its directors, or, to the Company’s knowledge, any holders of 5% or more of the Company’s securitieshave ever: (ai) Filed a petition under the federal bankruptcy laws or any state insolvency law or had a filing against, or had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such personPerson, or any partnership in which he or it was a general partner; (bii) Been convicted in of a criminal proceeding crime or been a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) Been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (the “CFTC”), or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (d) Been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i), or to be associated with persons engaged in any such activity; or (e) Been found by a court of competent jurisdiction in a civil action or by the SEC Securities and Exchange Commission (the "SEC") or the CFTC any other regulatory authority to have violated any federal or state securities law, banking law or any federal commodities law and the judgment in such civil action or finding by the SEC or CFTC has not been subsequently reversed, suspended, or vacated; or (iv) Been subject to any order, judgment or decree of any court of competent jurisdiction permanently or temporarily enjoining him, her or it from engaging or otherwise imposing limits or conditions on his, her or its engagement in any securities, banking, insurance, investment advisory or other type of business or acting as an officer or director of a public company.

Governmental Approvals; Compliance with Laws. (a) The Company is in compliance in all material respects with all applicable laws and regulations, except where the failure to be in compliance would not have a Material Adverse EffectLaws. The Company has all of the material permits, licenses, orders, franchises and other rights and privileges of all federal, stateprovincial, territorial, local or foreign governmental Governmental Authority or regulatory bodies necessary for the Company to conduct its business as presently conducted and as contemplated to be conducted, except for those the absence of which would cause a Material Adverse Effect(“Permits”). All such permits, licenses, orders, franchises and other rights and privileges Permits are in full force and effect andin all material respects, to the knowledge of the Company, and no suspension or cancellation of any of them is, to the Sellers’ and the Company’s Knowledge, threatened. Except as set forth on Schedule 3.14(a), the operation of the Business as currently conducted is threatenednot, and none of such permitshas not been, licensesin material default or violation of, ordersnor is the Company in material default or violation under, franchises or other rights and privileges will be affected by any Permit, and, to the consummation Knowledge of the transactions contemplated by Sellers and the Transaction DocumentsCompany, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any terms, condition or provision of any Permit. The Except as set forth on Schedule 3.14(a), the Company has never not entered into or been subject to any judgment, consent decree, compliance order or administrative order with respect to any Permit or any material aspect of the business, affairs, properties or assets of the Company or received any request for information, written notice, demand letter, administrative inquiry or formal or informal complaint or claim from any regulatory agency with respect to any Permit or any material aspect of the business, affairs, properties or assets of the Company. None of the Company, the Company’s officers or directors, or, to the Company’s knowledge, any holders of 5% or more of the Company’s securities: (a) Filed a petition under the federal bankruptcy laws or any state insolvency law or had a filing against, or had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he or it was a general partner;. (b) Been convicted Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company (in a criminal proceeding or been a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) Been the subject of any ordertheir capacity as director, judgmentofficer, agent, or decreeemployee), not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: has: (i) Acting as used any corporate funds of the Company for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity in respect of the business, or failed to disclose fully any such contribution in violation of applicable Laws; (ii) directly or indirectly, paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a futures commission merchantgovernmental official or Governmental Authority, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, in Canada or any other person regulated by the Commodity Futures Trading Commission country, which is in any manner illegal under any Law of Canada or any other country having jurisdiction; (the “CFTC”)iii) made any unlawful payment or given any other unlawful consideration to any customer, agent, distributor or an associated person of any supplier of the foregoingCompany or any director, or as an investment adviserofficer, underwriteragent, broker or dealer in securities, or as an affiliated person, director or employee of such customer or supplier; (iv) violated or taken any investment company, bank, savings and loan association or insurance company, or engaging in or continuing act that would violate any conduct or practice in connection with such activity; provision of the Corruption of Foreign Public Officials Act (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (d) Been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(iCanada), the Special Economic Measures Act (Canada), the Freezing Assets of Corrupt Foreign Public Officials Act (Canada) or to be associated with persons engaged in any such activity; or (e) Been found by a court other similar Laws of competent jurisdiction in a civil action or by the SEC or the CFTC to have violated any federal or state securities law, or any federal commodities law and the judgment in such civil action or finding by the SEC or CFTC has not been subsequently reversed, suspended, or vacatedother jurisdictions.

Governmental Approvals; Compliance with Laws. (a) The Company is Companies are in compliance in all material respects with all applicable laws and regulations, except where the failure to be in compliance would not have a Material Adverse EffectLaws. The Company has Companies have all of the material permits, licenses, orders, franchises and other rights and privileges of all federal, stateprovincial, territorial, local or foreign governmental Governmental Authority or regulatory bodies necessary for the Company Companies to conduct its business as presently conducted and as contemplated to be conducted, except for those the absence of which would cause a Material Adverse Effect(“Permits”). All such permits, licenses, orders, franchises and other rights and privileges Permits are in full force and effect andin all material respects, to the knowledge of the Company, and no suspension or cancellation of any of them is, to the Sellers’ and the Company’s Knowledge, threatened. Except as set forth on Schedule 3.14(a), the operation of the Business as currently conducted is threatenednot, and none of such permitshas not been, licensesin material default or violation of, ordersnor are the Companies in material default or violation under, franchises or other rights and privileges will be affected by any Permit, and, to the consummation Knowledge of the transactions contemplated by Sellers and the Transaction DocumentsCompany, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any terms, condition or provision of any Permit. The Company has never Except as set forth on Schedule 3.14(a), the Companies have not entered into or been subject to any judgment, consent decree, compliance order or administrative order with respect to any Permit or any material aspect of the business, affairs, properties or assets of the Company Companies or received any request for information, written notice, demand letter, administrative inquiry or formal or informal complaint or claim from any regulatory agency with respect to any Permit or any material aspect of the business, affairs, properties or assets of the Company. None of the Company, the Company’s officers or directors, or, to the Company’s knowledge, any holders of 5% or more of the Company’s securities: (a) Filed a petition under the federal bankruptcy laws or any state insolvency law or had a filing against, or had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he or it was a general partner;Companies. (b) Been convicted Neither the Companies, nor any director, officer, agent, employee or other Person acting on behalf of the Companies (in a criminal proceeding or been a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) Been the subject of any ordertheir capacity as director, judgmentofficer, agent, or decreeemployee), not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: has: (i) Acting as used any corporate funds of the Companies for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity in respect of the business, or failed to disclose fully any such contribution in violation of applicable Laws; (ii) directly or indirectly, paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a futures commission merchantgovernmental official or Governmental Authority, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, in Canada or any other person regulated by the Commodity Futures Trading Commission country, which is in any manner illegal under any Law of Canada or any other country having jurisdiction; (the “CFTC”)iii) made any unlawful payment or given any other unlawful consideration to any customer, agent, distributor or an associated person of any supplier of the foregoingCompanies or any director, or as an investment adviserofficer, underwriteragent, broker or dealer in securities, or as an affiliated person, director or employee of such customer or supplier; (iv) violated or taken any investment company, bank, savings and loan association or insurance company, or engaging in or continuing act that would violate any conduct or practice in connection with such activity; provision of the Corruption of Foreign Public Officials Act (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (d) Been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(iCanada), the Special Economic Measures Act (Canada), the Freezing Assets of Corrupt Foreign Public Officials Act (Canada) or to be associated with persons engaged in any such activity; or (e) Been found by a court other similar Laws of competent jurisdiction in a civil action or by the SEC or the CFTC to have violated any federal or state securities law, or any federal commodities law and the judgment in such civil action or finding by the SEC or CFTC has not been subsequently reversed, suspended, or vacatedother jurisdictions.

Governmental Approvals; Compliance with Laws. The (a) To the Knowledge of the Company, the Company is in compliance in all material respects with all applicable laws Laws and regulations, except where the failure to be in compliance would not have a Material Adverse Effect. The Company has all of the material permits, licenses, orders, franchises and other rights and privileges of all federal, state, local or foreign governmental or regulatory bodies reasonably necessary for the Company to conduct its business as presently conducted and as contemplated to be conducted, except for those the absence of which would cause a Material Adverse Effect. All such permits, licenses, orders, franchises and other rights and privileges are in full force and effect and, to the knowledge Knowledge of the Company, no suspension or cancellation of any of them is threatened, and none of such permits, licenses, orders, franchises or other rights and privileges will be affected by the consummation of the transactions contemplated by the Transaction Documentsthis Agreement. The Company has never entered into or been subject to any judgment, consent decree, compliance order or administrative order with respect to any material aspect of the business, affairs, properties or assets of the Company or received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim from any regulatory agency with respect to any aspect of the business, affairs, properties or assets of the Company. None . (b) Neither the Company, nor the Company's officers, nor to the Knowledge of the Company, the Company’s officers or its directors, or, to the Company’s knowledge, any holders of 5% or more of the Company’s securitieshave ever: (ai) Filed a petition under the federal bankruptcy laws or any state insolvency law or had a filing against, or had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such personPerson, or any partnership in which he or it was a general partner; (bii) Been convicted in of a criminal proceeding crime or been a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) Been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (the “CFTC”), or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (d) Been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i), or to be associated with persons engaged in any such activity; or (e) Been found by a court of competent jurisdiction in a civil action or by the SEC Securities and Exchange Commission (the "SEC") or the CFTC any other regulatory authority to have violated any federal or state securities law, banking law or any federal commodities law and the judgment in such civil action or finding by the SEC or CFTC has not been subsequently reversed, suspended, or vacated; or (iv) Been subject to any order, judgment or decree of any court of competent jurisdiction permanently or temporarily enjoining him, her or it from engaging or otherwise imposing limits or conditions on his, her or its engagement in any securities, banking, insurance, investment advisory or other type of business or acting as an officer or director of a public company.