Common use of Governmental Authorizations Clause in Contracts

Governmental Authorizations. Part 2.11 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to Seller’s Knowledge is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. The Seller has delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 of the Disclosure Schedule, to Seller’s Knowledge: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) Part 2.11 3.16 of the Disclosure Schedule identifies: : (ai) each Governmental Authorization that is held by the SellerAssist; and and (bii) each other Governmental Authorization that, to Seller’s the Knowledge of Assist and the Selling Shareholders, is held by any employee of the Seller and relates to or Assist's employees is useful necessary in connection with the business of the SellerAssist's business. The Seller Assist has delivered to the Purchaser Cayenta accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 3.16 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Disclosure Schedule is valid and in full force and effect. . (b) Except as set forth in Part 2.11 3.16 of the Disclosure Schedule, to Seller’s Knowledge: : (i) the Seller is Assist and has its employees are and have at all times been been, in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Disclosure Schedule; ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any material term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Disclosure Schedule; ; (iii) the Seller Assist has never received received, and, to the Knowledge of Assist, no employee of Assist has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 3.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the . (c) The Governmental Authorizations identified in Part 2.11 3.16 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller Assist to conduct its business in the manner in which such its business is currently being conducted, and (ii) to permit the Seller Assist to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) Part 2.11 2.17 of the Disclosure Schedule identifies: : (ai) each Governmental Authorization that is held by the Sellereach Company; and and (bii) each other Governmental Authorization that, to Seller’s Knowledge that is held by any employee of the Seller each Company's employees and relates to or is useful in connection with the business of the SellerCompanies' business. The Seller SFG has delivered to the Purchaser accurate and complete copies of all of the Companies' Governmental Authorizations identified in Part 2.11 2.17 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.17 of the Disclosure Schedule is valid and in full force and effect. . (b) Except as set forth in Part 2.11 2.17 of the Disclosure Schedule, to Seller’s Knowledge: : (i) the Seller is Companies and has their respective employees are and have at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.17 of the Disclosure Schedule; ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.17 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.17 of the Disclosure Schedule; ; (iii) none of the Seller Companies has never received ever received, and no employee of any of the Companies has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.17 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the . (c) The Governmental Authorizations identified in Part 2.11 2.17 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller each Company to conduct its business in the manner in which such its business is currently being conducted and in the manner in which its business is proposed to be conducted, and (ii) to permit the Seller each Company to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 2.11 2.12 of the Disclosure Schedule identifies: (a) identifies each Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to Seller’s Knowledge is held by any employee of the Seller and Parent Entities that relates directly or indirectly to the Enterprise Search Business, the ownership or is useful in connection with the business use of any of the SellerCovered Assets or the performance of any of the Assumed Contracts. The Seller Parent has delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.12 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each To the knowledge of the Sellers, each Governmental Authorization identified or required to be identified in Part 2.11 2.12 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 Each of the Disclosure Schedule, to Seller’s Knowledge: (i) the Seller Parent Entities is and has at all times been in full compliance with all of the terms and requirements of each material Governmental Authorization identified or required to be identified in Part 2.11 2.12 of the Disclosure Schedule; (ii) . To the knowledge of the Sellers, no event has occurred, and no condition or circumstance exists, that might could reasonably be expected to (with or without notice or lapse of time) (Aa) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any material Governmental Authorization identified or required to be identified in Part 2.11 2.12 of the Disclosure Schedule, or (Bb) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization identified or required to be identified in Part 2.11 2.12 of the Disclosure Schedule; (iii) . None of the Seller Parent Entities has never ever received any written notice or or, to the knowledge of the Sellers, any other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (Aa) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any material Governmental AuthorizationAuthorization identified or required to be identified in Part 2.12 of the Disclosure Schedule, or (Bb) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization; and (iv) all Authorization identified or required to be identified in Part 2.12 of the Disclosure Schedule. All applications required to have been filed for the renewal of the material Governmental Authorizations required to be identified in Part 2.11 2.12 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 2.12 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller Parent Entities to conduct its business the Enterprise Search Business in the manner in which such business the Enterprise Search Business is currently being conducted, and (ii) to permit the Seller Parent Entities to own and use its assets the Covered Assets in the manner in which they are currently owned and used.

Governmental Authorizations. Part 2.11 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to Seller’s Knowledge is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. The Seller has delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 of the Disclosure Schedule, to Seller’s Knowledge: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and used.. Asset Purchase Agreement, MTBC & WFS 13

Governmental Authorizations. Part 2.11 2.13 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to the best of the Parent’s, Principal Shareholder’s and the Seller’s Knowledge knowledge, is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. The Parent, Principal Shareholder and the Seller has have delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.13 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.13 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 2.13 of the Disclosure Schedule, to Seller’s Knowledge: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.13 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.13 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.13 of the Disclosure Schedule; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.13 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To the best of the Parent’s and the Seller’s Knowledge Knowledge, the Governmental Authorizations identified in Part 2.11 2.13 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 2.11 2.17 of the Disclosure Schedule identifies: (a) identifies each material Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to Seller’s Knowledge is held by any employee Seller Group as of the Closing Date. To the knowledge of the Seller and relates to or is useful in connection with the business of the Seller. The Seller has delivered to the Purchaser accurate and complete copies of all of Group, the Governmental Authorizations identified in Part 2.11 2.17 of the Disclosure Schedule, including Schedule constitute all renewals thereof of the Governmental Authorizations necessary: (i) to enable the Seller Group to conduct its business in the manner in which such business is currently being conducted; and all amendments thereto(ii) to permit the Seller Group to own and use its assets in the manner in which they are currently owned and used. Each material Governmental Authorization identified or required to be identified in Part 2.11 2.17 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 2.17 of the Disclosure Schedule, to Seller’s Knowledge: (i) to the knowledge of the Seller Group, the Seller Group is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.17 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) ): (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.17 of the Disclosure Schedule, ; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.17 of the Disclosure Schedule; (iii) since January 1, 2002, the Seller Group has never not received any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding regarding: (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, Authorization identified or required to be identified in Part 2.17 of the Disclosure Schedule; or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental AuthorizationAuthorization identified or required to be identified in Part 2.17 of the Disclosure Schedule; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations identified or required to be identified in Part 2.11 2.17 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) Part 2.11 2.16 of the Disclosure Schedule identifies: : (ai) each Governmental Authorization that is held by the SellerALC; and and (bii) each other Governmental Authorization that, to Seller’s the Knowledge of the Major Stockholder, is held by any employee of the Seller current ALC Employee and relates to or is useful in connection with the business of the SellerALC’s business. The Seller ALC has delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.16 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule is valid and in full force and effect. . (b) Except as set forth in Part 2.11 2.16 of the Disclosure Schedule, to Seller’s Knowledge: : (i) ALC and, to the Seller is Knowledge of the Major Stockholder, its employees are, and has have at all times been been, in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule; ; (ii) to the Knowledge of the Major Stockholder, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any material term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule; ; (iii) Neither any director or officer of ALC nor Txxxxx Xxxxxxxxx has ever received on behalf of ALC, and, to the Seller Knowledge of the Major Stockholder, no employee of ALC has never received ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental AuthorizationAuthorization identified or required to be identified in Part 2.16 of the Disclosure Schedule, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental AuthorizationAuthorization identified or required to be identified in Part 2.16 of the Disclosure Schedule; and and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the . (c) The Governmental Authorizations identified in Part 2.11 2.16 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller ALC to conduct its business in the manner in which such its business is currently being conducted and in the manner in which its business is proposed to be conducted, and (ii) to permit the Seller ALC to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) The Acquired Corporations hold 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. Part 2.11 2.15(a) of the Disclosure Schedule identifies: (a) each accurately and completely lists all Governmental Authorization that is Authorizations currently required to be held by the Seller; and (b) each other Governmental Authorization that, to Seller’s Knowledge is held by any employee of the Seller and relates to or is useful in connection with the business of the SellerAcquired Corporations. The Seller has delivered to the Purchaser accurate and complete copies of all of the All such Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule is are valid and in full force and effect. Except as set forth in Part 2.11 of the Disclosure ScheduleEach Acquired Corporation is, to Seller’s Knowledge: (i) the Seller is and has at all times been since April 30, 2008 has been, in full compliance in all material respects with all of the terms and requirements of each such Governmental Authorization identified or required to be identified in Part 2.11 Authorizations. Since April 30, 2008, none of the Disclosure Schedule; (ii) no event Acquired Corporations has occurred, and no condition or circumstance exists, that might (with or without received any notice or lapse of timeother communication from any Governmental Body regarding: (i) (A) constitute any actual or result directly or indirectly in a possible violation of or a failure to comply with any term or requirement of any material Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule, Authorization; or (Bii) result directly any actual or indirectly in the possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any product or service. (b) Part 2.15(b) of the Disclosure Schedule accurately and completely describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwise. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 2.11 2.15(b) of the Disclosure Schedule; . Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions, will (iii) the Seller has never received any with or without notice or other communication (in writing lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of modify any Governmental Authorization, grant, incentive or (B) any actual, proposed, possible subsidy identified or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 Parts 2.15(a) or (b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and usedSchedule.

Governmental Authorizations. Part 2.11 2.17 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to the best of the knowledge of the Shareholder and the Seller’s Knowledge , is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. The Shareholder and the Seller has have delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.17 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.17 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 2.17 of the Disclosure Schedule, to Seller’s Knowledge: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.17 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.17 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.17 of the Disclosure Schedule; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.17 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 2.17 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 2.11 2.4 of the Disclosure Schedule identifies: (a) identifies each Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to Seller’s Knowledge Seller that is held by any employee necessary for the use of the Seller and relates to or is useful in connection with the business of the SellerAssets. The Seller has delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.4 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.4 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 2.4 of the Disclosure Schedule, to Seller’s Knowledge: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each such Governmental Authorization identified or required to be identified in Part 2.11 2.4 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any such Governmental Authorization identified or required to be identified in Part 2.11 2.4 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any such Governmental Authorization identified or required to be identified in Part 2.11 2.4 of the Disclosure Schedule; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any such Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any such Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.4 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 2.4 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit the Seller to own and use its assets the Assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 2.11 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to Seller’s Knowledge the best of the knowledge of the Seller and Shareholder is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. The Shareholder and the Seller has delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 of the Disclosure Schedule, to the best knowledge of Seller’s Knowledge: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. Part 2.11 2.10 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to the Knowledge of the Seller’s Knowledge , is held by any employee of the Seller and relates to or is useful in connection with the business of the SellerBusiness. The Seller has delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.10 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.10 of the Disclosure Schedule Schedule, and to the Seller’s Knowledge, is valid and in full force and effect. Except as set forth in Part 2.11 2.10 of the Disclosure Schedule, to Seller’s Knowledge: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.10 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.10 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.10 of the Disclosure Schedule; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.10 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 2.10 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is Business as currently being conducted, and (ii) to permit the Seller to own and use its assets the Assets in the manner in which they are currently owned and used.

Governmental Authorizations. Part 2.11 (a) Schedule 2.16 of the Disclosure Schedule identifies: : (ai) each Governmental Authorization that is held by the SellerCompany; and (ii) to the Knowledge of the Company and (b) the Selling Stockholders, each other Governmental Authorization that, to Seller’s Knowledge that is held by any employee of the Seller Company's employees and relates to or is useful in connection with the business of Company's business. (iii) the Seller. The Seller Company has delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule is valid and in full force and effect. . (b) Except as set forth in Part 2.11 Schedule 2.16 of the Disclosure Schedule, to Seller’s Knowledge: : (i) the Seller is Company and has its employees are, and at all times been have been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule; ; (ii) to the Knowledge of the Company and the Selling Stockholders, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule; ; (iii) the Seller Company has never received received, and, to the Knowledge of the Company and the Selling Stockholders, no employee of the Company has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the . (c) The Governmental Authorizations identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller Company to conduct its business in the manner in which such its business is currently being conducted and in the manner in which its business is proposed to be conducted, and (ii) to permit the Seller Company to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 2.11 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to Seller’s Knowledge is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. The Seller has delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 2.16 of the Disclosure Schedule, to Seller’s Knowledge: : (i1) Each of the Seller Companies and their respective employees is and has at all times been in full substantial compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule; ; (ii2) To the best of the Knowledge of the Companies, the Selling Shareholders and the Principal HYP Shareholders, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule, Schedule or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule; ; (iii3) none of the Seller Companies has never received ever received, and, to the best of the Knowledge of the Companies, the Selling Shareholders and the Principal HYP Shareholders, no employee of the Companies has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and and (iv4) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the . (b) The Governmental Authorizations identified in Part 2.11 2.16 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its principal business licenses currently in the manner in which such business is currently being conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and usedeffect.

Governmental Authorizations. (a) Part 2.11 2.18(a) of the Disclosure Schedule identifies: identifies (ai) each Governmental Authorization that is held by the Seller; Company and (bii) each other Governmental Authorization that, to Seller’s Knowledge that is held by any employee of the Seller Company Employee and relates to or is useful used in connection with the business of the SellerBusiness. The Seller Company has delivered to the Purchaser Parent accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.18(a) of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.18(a) of the Disclosure Schedule is valid and in full force and effect. . (b) Except as set forth in Part 2.11 2.18(b) of the Disclosure Schedule, to Seller’s Knowledge: : (i) The Company and the Seller is and has at all times been Company Employees are in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.18(a) of the Disclosure Schedule; ; (ii) To the Company’s Knowledge, no event has occurred, and no condition or circumstance exists, that might would reasonably be expected to (with or without notice or lapse of time) (A1) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.18(a) of the Disclosure Schedule, or (B2) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.18(a) of the Disclosure Schedule; ; (iii) The Company has not received, and, to the Seller Company’s Knowledge, no Company Employee has never received received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A1) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B2) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and and (iv) all All applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.18(a) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the . (c) The Governmental Authorizations identified in Part 2.11 2.18(a) of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller Company to conduct its business in the manner in which such business is currently being conductedBusiness, and (ii) to permit the Seller Company to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) Part 2.11 3.16 of the Disclosure Schedule identifies: : (ai) each Governmental Authorization that is held by the SellerHavoc; and and (bii) each other Governmental Authorization that, to Seller’s the Knowledge of Havoc and the Selling Shareholders, is held by any employee of the Seller and relates to or Havoc's employees is useful necessary in connection with the business of the SellerHavoc's business. The Seller Havoc has delivered to the Purchaser AEND accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 3.16 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Disclosure Schedule is valid and in full force and effect. . (b) Except as set forth in Part 2.11 3.16 of the Disclosure Schedule, to Seller’s Knowledge: : (i) the Seller is Havoc and has its employees are and have at all times been been, in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Disclosure Schedule; ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any material term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Disclosure Schedule; ; (iii) the Seller Havoc has never received received, and, to the Knowledge of Havoc, no employee of Havoc has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 3.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the . (c) The Governmental Authorizations identified in Part 2.11 3.16 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller Havoc to conduct its business in the manner in which such its business is currently being conducted, and (ii) to permit the Seller Havoc to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. Part 2.11 2.14 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the SellerSeller and that relates directly or indirectly to the Graphics Business; and (b) each other Governmental Authorization that, to the best of the knowledge of the Seller’s Knowledge , is held by any employee of the Seller and relates to or is useful in connection with the business Graphics Business of the Seller. The Seller has delivered to the Purchaser Parent accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.14 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.14 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 2.14 of the Disclosure Schedule, to Seller’s Knowledge: (i) the Seller is and has at all times been in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.14 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might could reasonably be expected to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.14 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.14 of the Disclosure Schedule; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.14 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 2.14 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business the Graphics Business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit the Seller to own and use its assets the Specified Assets in the manner in which they are currently owned and used.

Governmental Authorizations. Part 2.11 of the Disclosure Schedule 2.15 identifies: (a) each Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to the knowledge of Seller’s Knowledge , is held by any employee of the Seller Employee and relates to or is useful in connection with the business of the Seller. The Seller has delivered to the Purchaser Buyer Group accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 of the Disclosure ScheduleSchedule 2.15, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule 2.15 is valid and in full force and effect. Except as set forth in Part 2.11 of the Disclosure Schedule, to Seller’s Knowledge: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure ScheduleSchedule 2.15; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) is reasonably likely to (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure ScheduleSchedule 2.15, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure ScheduleSchedule 2.15; (iii) the since January 1, 2002, Seller has never not received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 of the Disclosure Schedule 2.15 have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule 2.15 constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted and as proposed to be conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. Part 2.11 2.15 of the Seller Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the Seller, including without limitation all licenses from the Israeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Control of Products and Services Declaration (Engagement in Encryption), 1974, as amended; and (b) each other Governmental Authorization that, to the best of the knowledge of the Seller’s Knowledge , is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. The Seller has delivered or granted access to the Purchaser or Purchaser Sub accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.15 of the Seller Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Seller Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 2.15 of the Seller Disclosure Schedule, to Seller’s Knowledge: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Seller Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Seller Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Seller Disclosure Schedule; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.15 of the Seller Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 2.15 of the Seller Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. (a) Part 2.11 2.17(a) of the Disclosure Schedule identifies: (ai) each Governmental Authorization that is held by the SellerICMOSA; and (bii) each other Governmental Authorization that, to Seller’s Knowledge that is held by UniMark or by any employee of the Seller ICMOSA and relates to or is useful used in connection with the business of the SellerICMOSA. The Seller has UniMark and ICMOSA have caused to be delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.17(a) of the Disclosure Schedule, including all renewals thereof and all amendments thereto. . (b) Each Governmental Authorization identified or required to be identified in Part 2.11 2.17(a) of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 of the Disclosure Schedule, to Seller’s Knowledge: (i) the Seller ICMOSA is and has at all times been in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.17(a) of the Disclosure Schedule; (ii) no . No event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (Ai) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.17(a) of the Disclosure Schedule, Schedule or (Bii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.17(a) of the Disclosure Schedule; (iii) the Seller . Neither UniMark nor ICMOSA has never ever received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (Ai) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, Authorization or (Bii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all . All applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.17(a) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 2.17(a) of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller ICMOSA to conduct its business in the manner in which such its business is currently being conducted, conducted and in the manner in which its business is proposed to be conducted and (ii) to permit the Seller ICMOSA to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used. (c) ICMOSA is the legal holder of the water rights granted by the National Water Commission of Mexico to the concession titles that are described in Part 2.17(c) of the Disclosure Schedule, as duly recorded in the National Registry of Water Rights. Such water rights are current and not subject to any Lien or adverse administrative procedure brought by or before the National Water Commission of Mexico or any other Governmental Body.

Governmental Authorizations. (a) Part 2.11 3.16 of the Disclosure Schedule identifies: : (ai) each Governmental Authorization that is held by the SellerExousia; and and (bii) each other Governmental Authorization that, to Seller’s the Knowledge of Exousia and the Selling Shareholders, is held by any employee of the Seller and relates to or Exousia's employees is useful necessary in connection with the business of the SellerExousia's business. The Seller Exousia has delivered to the Purchaser CYLW accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 3.16 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Disclosure Schedule is valid and in full force and effect. . (b) Except as set forth in Part 2.11 3.16 of the Disclosure Schedule, to Seller’s Knowledge: : (i) the Seller is Exousia and has its employees are and have at all times been been, in full material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Disclosure Schedule; ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any material term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Disclosure Schedule; ; (iii) the Seller Exousia has never received received, and, to the Knowledge of Exousia, no employee of Exousia has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 3.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the . (c) The Governmental Authorizations identified in Part 2.11 3.16 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller Exousia to conduct its business in the manner in which such its business is currently being conducted, and (ii) to permit the Seller Exousia to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. Part 2.11 2.14 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the SellerSellers; and (b) each other Governmental Authorization that, to Seller’s Knowledge Sellers’ Knowledge, is held by any employee of the Seller Sellers and relates to or is useful in connection with the business of the SellerSellers. The Seller has Parent, the Members and the Sellers have delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.14 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.14 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 2.14 of the Disclosure Schedule, Schedule or as would not be expected to Seller’s Knowledgehave a Material Adverse Effect: (i) the Seller is Sellers are and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.14 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.14 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.14 of the Disclosure Schedule; (iii) the Seller has Sellers have never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.14 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 2.14 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller Sellers to conduct its their business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit the Seller Sellers to own and use its their assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. (a) Part 2.11 2.20 of the Disclosure Schedule identifies: : (ai) each Governmental Authorization that is held by the Sellereach Company; and and (bii) each other Governmental Authorization that, to Seller’s the best of the Knowledge of the Vendors, is held by any employee of the Seller Companies' employees and relates to or is useful in connection with the business of the SellerCompanies' businesses. The Seller has Vendors have delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.20 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.20 of the Disclosure Schedule is valid and in full force and effect. . (b) Except as set forth in Part 2.11 2.20 of the Disclosure Schedule, to Seller’s Knowledge: : (i) the Seller is each Company and has its employees are, and have at all times been been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.20 of the Disclosure Schedule; ; (ii) to the best of the Vendors' Knowledge no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.20 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.20 of the Disclosure Schedule; ; (iii) neither Company has ever received, and, to the Seller best of the Knowledge of the Vendors, no employee of either Company has never received ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.20 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. . (c) To Seller’s the best of the Vendor's Knowledge the Governmental Authorizations identified in Part 2.11 2.20 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller each Company to conduct its business in the manner in which such its business is currently being conducted, and (ii) to permit the Seller each Company to own and use its assets in the manner in which they are currently owned and used. (d) Except as set forth in Part 2.20 of the Disclosure Schedule, neither of the Companies nor the Vendors was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the Transactions.

Governmental Authorizations. (a) Part 2.11 2.16 of the Disclosure Schedule identifies: (ai) each Governmental Authorization that is held by the Seller; and (bii) each other Governmental Authorization that, to Seller’s Knowledge Knowledge, is held by any employee of the Seller or any independent contractor and relates to or is useful in connection with the business of the Seller. The ’s business. (b) Seller has delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.16 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule is valid and in full force and effect. . (c) Except as set forth in Part 2.11 2.16 of the Disclosure Schedule, to Seller’s Knowledge: (i) To Seller’s Knowledge, its employees and independent contractors are, and the Seller is and has their respective employees have at all times been been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule; (iii) the Seller has never received received, and, of CFO , no employee of Seller has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding regarding: (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the , except, with respect to (i), (ii) or (iii) above, where an MAE would not be likely to occur. (d) The Governmental Authorizations identified in Part 2.11 2.16 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary necessary: (i) to enable the Seller to conduct its business in the manner in which such its business is currently being conducted and in the manner in which its business is proposed to be conducted, and (ii) to permit the Seller to own and use its assets Assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 2.11 2.15 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to the best of the knowledge of each of the Shareholders and the Seller’s Knowledge , is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. The Shareholders and the Seller has have delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.15 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 2.15 of the Disclosure Schedule, to Seller’s Knowledge: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Disclosure Schedule; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.15 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 2.15 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 2.11 2.14 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the SellerSellers; and (b) each other Governmental Authorization that, to Seller’s Knowledge the best of the knowledge of each of the General Partners and the Sellers, is held by any employee of the Seller Sellers and relates to or is useful in connection with the business of the SellerSellers. The Seller has General Partners and the Sellers have delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.14 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.14 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 2.14 of the Disclosure Schedule, to Seller’s Knowledge: (i) the Seller is Sellers are and has have at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.14 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.14 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.14 of the Disclosure Schedule; (iii) the Seller has Sellers have never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.14 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 2.14 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller Sellers to conduct its their business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit the Seller Sellers to own and use its their assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 2.11 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the SellerSeller or a Seller Subsidiary; and (b) each other Governmental Authorization that, to Seller’s Knowledge that is held by any employee of the Seller and relates to or is useful used in connection with the business of the SellerBusiness. The Seller has Parties have delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 of the Disclosure Schedule, to Seller’s Knowledge: (i) the Seller is and has Seller Subsidiaries are and have at all times since January 1, 2017 been in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule; (ii) no event has occurredsince January 1, and no condition or circumstance exists2017, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule; (iii) the Seller has never and Seller Subsidiaries have not received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposedalleged, possible or potential revocation, withdrawal, suspension, cancellation, termination or material modification of any Governmental Authorization; and (iviii) since January 1, 2017, all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller and Seller Subsidiaries to conduct its business the Business in the manner in which such business the Business is currently being conducted, and (ii) to permit the Seller and Seller Subsidiaries to own and use its assets the Purchased Assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) Part 2.11 2.20 of the Disclosure Schedule identifies: : (ai) each Governmental Authorization that is held by the SellerCompany; and and (bii) each other Governmental Authorization that, to Seller’s the best of the Knowledge of the Vendors, is held by any employee of the Seller Company's employees and relates to or is useful in connection with the business of the SellerCompany's business. The Seller has Vendors have delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.20 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.20 of the Disclosure Schedule is valid and in full force and effect. . (b) Except as set forth in Part 2.11 2.20 of the Disclosure Schedule, to Seller’s Knowledge: : (i) the Seller is Company and has its employees are, and have at all times been been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.20 of the Disclosure Schedule; ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.20 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.20 of the Disclosure Schedule; ; (iii) the Seller Company has never received received, and, to the best of the knowledge of the Vendors, no employee of the Company has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.20 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the . (c) The Governmental Authorizations identified in Part 2.11 2.20 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller Company to conduct its business in the manner in which such its business is currently being conducted and in the manner in which its business is proposed to be conducted, and (ii) to permit the Seller Company to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used. (d) Except as set forth in Part 2.20 of the Disclosure Schedule, neither the Company nor the Vendors was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the Transactions.

Governmental Authorizations. Part 2.11 of the Disclosure Schedule identifies: (a) Part 3.16 of the Company Disclosure Schedule identifies each material Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to Seller’s Knowledge is held by any employee of Company or the Seller and relates to or is useful in connection with the business of the SellerCompany Subsidiary. The Seller has delivered to the Purchaser accurate and complete copies of all of the All such Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule is are valid and in full force and effect. . (b) Except as set forth in Part 2.11 3.16 of the Company Disclosure Schedule, to Seller’s Knowledge: Schedule (i) the Seller is Company and has the Company Subsidiary are, and have at all times been been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Company Disclosure Schedule; (ii) to the Knowledge of the Company and other than the transactions contemplated by this Agreement no event has occurred, and no condition or circumstance exists, that might would reasonably be expected to (with or without notice or lapse of timetime or both) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or material modification of any Governmental Authorization identified or required to be identified in Part 2.11 3.16 of the Company Disclosure Schedule; (iii) neither the Seller Company nor the Company Subsidiary has never received received, and, to the Knowledge of the Company, no Employee has ever received, any written notice or other written communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible potential or potential alleged violation of or failure to comply with any material term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible potential or potential proposed revocation, withdrawal, suspension, cancellation, termination or material modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 3.16 of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. Part 2.11 (a) Schedule 2.16 of the Disclosure Schedule identifies: : (ai) each Governmental Authorization that is held by the SellerCompany; and and (bii) each other Governmental Authorization that, to Seller’s the Knowledge of the Company, is held by any employee of the Seller and relates to or Company’s employees which is useful necessary in connection with the business of Company’s business. (iii) the Seller. The Seller Company has delivered to the Purchaser Parent and Merger Sub accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule is valid and in full force and effect. . (b) Except as set forth in Part 2.11 Schedule 2.16 of the Disclosure Schedule, to Seller’s Knowledge: : (i) the Seller is Company and has its employees are, and at all times been have been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule; ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule; ; (iii) the Seller Company has never received received, and, to the Knowledge of the Company, no employee of the Company has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental AuthorizationAuthorization by the Company, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental AuthorizationAuthorization of the Company; and and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the . (c) The Governmental Authorizations identified in Part 2.11 Schedule 2.16 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller Company to conduct its business in the manner in which such its business is currently being conducted, and (ii) to permit the Seller Company to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. Part 2.11 2.15 of the Seller Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the SellerSeller (other than any patents); and (b) each other Governmental Authorization that, to the best of the knowledge of the Seller’s Knowledge , is held by any employee of the Seller and relates to or is useful was used by such employee in connection the course of such employee’s employment with the business Seller or the use of the Assets by the Seller. The Seller has delivered or made available to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.15 of the Seller Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Seller Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 of the Disclosure Schedule, to Seller’s Knowledge: (i) the The Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Seller Disclosure Schedule; (ii) no . No event has occurred, and no condition or circumstance exists, that might could reasonably be expected to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Seller Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Seller Disclosure Schedule; (iii) the . The Seller has never received any notice or other communication (in writing or or, to the best of the knowledge of the Seller, otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.15 of the Seller Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 2.15 of the Seller Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being was conducted, and (ii) to permit the Seller to own and use its assets the Assets in the manner in which they are currently owned and used.

Governmental Authorizations. Part 2.11 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to Seller’s Knowledge is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. The Seller has delivered to the Purchaser accurate and complete copies of Acquired Corporations hold all of the Governmental Authorizations identified necessary to enable the Acquired Corporations to conduct their respective businesses in Part 2.11 of the Disclosure Schedulemanner in which such businesses are currently being conducted, including all renewals thereof except where the failure to hold such Governmental Authorizations has not had and all amendments theretowould not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Each All such Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule is Authorizations are valid and in full force and effect. Except as set forth in Part 2.11 of the Disclosure ScheduleEach Acquired Corporation is, to Seller’s Knowledge: (i) the Seller is and has at all times been since January 1, 1998 has been, in full substantial compliance with all of the terms and requirements of each such Governmental Authorization identified or required Authorizations, except where the failure to be identified in Part 2.11 compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 1998, none of the Disclosure Schedule; (ii) no event Acquired Corporations has occurred, and no condition or circumstance exists, that might (with or without received any notice or lapse of timeother communication from any Governmental Body regarding (a) (A) constitute any actual or result directly or indirectly in a possible violation of or a failure to comply with any term or requirement of any material Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure ScheduleAuthorization, or (Bb) result directly any actual or indirectly in the possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization Authorization. (b) Part 2.15(b) of the Company Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwise. Each of the Acquired Corporations is in full compliance with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 2.11 2.15(b) of the Company Disclosure Schedule; . Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will (iii) the Seller has never received any with or without notice or other communication (in writing lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or otherwise) from modify any Governmental Body grant, incentive or any other Person regarding (A) any actual, alleged, possible subsidy identified or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.15(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and usedSchedule.

Governmental Authorizations. Part 2.11 of the Disclosure Schedule identifies: (a) each Governmental Authorization that is held by the Seller; and (b) each other Governmental Authorization that, to Seller’s Knowledge the best of the knowledge of the Seller and Managing Member, is held by any employee of the Seller and relates to or is useful in connection with the business of the Seller. The Managing Member and the Seller has delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 2.11 of the Disclosure Schedule, to the best knowledge of Seller’s Knowledge: (i) the Seller is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 of the Disclosure Schedule; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the The Governmental Authorizations identified in Part 2.11 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller to conduct its business in the manner in which such business is currently being conducted, and (ii) to permit the Seller to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) Part 2.11 2.16 of the Disclosure Schedule identifies: : (ai) each Governmental Authorization that is presently held by the SellerDigitrans; and and (bii) each other Governmental Authorization that, to Seller’s the Knowledge of Digitrans, the Selling Shareholder and Xxxxxx, is presently held by any employee of the Seller Digitrans' employees and relates to or is useful necessary in connection with the business of the SellerDigitrans' business. The Seller Digitrans has delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.16 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule is valid and in full force and effect. . (b) Except as set forth in Part 2.11 2.16 of the Disclosure Schedule, to Seller’s Knowledge: : (i) the Seller is Digitrans and has its employees are and have at all times been been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule; ; (ii) no event has occurred, and no condition or circumstance exists, that might is reasonably likely to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization identified or required to be identified in Part 2.11 2.16 of the Disclosure Schedule; ; (iii) None of Digitrans, the Seller Selling Shareholder or Xxxxxx has never received ever received, and, to the Knowledge of Digitrans, the Selling Shareholder and Xxxxxx, no employee of Digitrans or the Selling Shareholder has, within the last twenty-four (24) months, received, any notice or other communication (in writing writing, electronically or otherwiseverbally) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the . (c) The Governmental Authorizations identified in Part 2.11 2.16 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller Digitrans to conduct its business in the manner in which such its business is currently being conducted and in the manner in which its business is proposed to be conducted, and (ii) to permit the Seller Digitrans to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used.

Governmental Authorizations. (a) Part 2.11 2.16 of the Disclosure Schedule identifies: (ai) each Governmental Authorization that is held by the SellerCompany; and (bii) each other Governmental Authorization that, to Seller’s the best Knowledge of the Company and the Selling Shareholders, is held by any employee of the Seller Company's employees and relates to or is useful in connection with the business of the SellerCompany's business. The Seller Company has delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.15 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Disclosure Schedule is valid and in full force and effect. . (b) Except as set forth in Part 2.11 2.15 of the Disclosure ScheduleSchedule and, with respect to Seller’s Knowledge: a failure to comply, any violation or occurrence that will not result in or have a material adverse effect upon the business, operations, properties, assets, condition (financial or other), results of operations or prospects of the Company: (i) the Seller is Company and has its employees are, and its employees have at all times been been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Disclosure Schedule; ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.15 of the Disclosure Schedule; ; (iii) the Seller Company has never received received, and, to the best Knowledge of the Selling Shareholders, no employee of the Company has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.15 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the . (c) The Governmental Authorizations identified in Part 2.11 2.15 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller Company to conduct its business in the manner in which such its business is currently being conducted, and (ii) to permit the Seller Company to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) Part 2.11 2.19 of the Disclosure Schedule identifies: : (ai) each Governmental Authorization that is held by the SellerCompany; and and (bii) each other Governmental Authorization that, to Seller’s Knowledge the Vendor's Knowledge, is held by any employee of the Seller Company's employees and relates to or is useful in connection with the business of the SellerCompany's business. The Seller has Vendors have delivered to the Purchaser accurate and complete copies of all of the Governmental Authorizations identified in Part 2.11 2.19 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 2.11 2.19 of the Disclosure Schedule is valid and in full force and effect. . (b) Except as set forth in Part 2.11 2.19 of the Disclosure Schedule, to Seller’s Knowledge: : (i) the Seller is Company and has its employees are, and have at all times been been, in full compliance with all of the material terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.11 2.19 of the Disclosure Schedule; ; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any material term or requirement of any Governmental Authorization identified or required to be identified in Part 2.11 2.20 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.11 2.19 of the Disclosure Schedule; ; (iii) the Seller Company has never received received, and, to the Vendor's Knowledge, no employee of the Company has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any material term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.11 2.19 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. To Seller’s Knowledge the . (c) The Governmental Authorizations identified in Part 2.11 2.19 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable the Seller Company to conduct its business in the manner in which such its business is currently being conducted, and (ii) to permit the Seller Company to own and use its assets in the manner in which they are currently owned and used. (d) Except as set forth in Part 2.19 of the Disclosure Schedule, neither the Company nor the Vendor was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the Transactions.