Common use of LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS Clause in Contracts

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or in the Ensec SEC Reports, there is no Litigation that is pending or, to Ensec's knowledge, threatened against any Ensec Company that would have a Material Adverse Effect. Except as described in the Ensec SEC Reports, Ensec is and has been in compliance with all applicable Laws, except where the failure to be in compliance would not have a Material Adverse Effect. Except as described in the Ensec SEC Reports, there has been no Default under any Laws applicable to any Ensec Company, including Environmental Laws, except for any Defaults that would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Ensec Company. Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or except as described in the Ensec SEC Reports, no Ensec Company has received any written notice and, to the knowledge of any Ensec Company, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect. (b) To Ensec's Knowledge, there is no Environmental Condition at any property presently or formerly owned or leased by an Ensec Company which is reasonably likely to have a Material Adverse Effect. (c) The Ensec Companies have all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") required in connection with the operation of their respective businesses as now being conducted, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Each Ensec Company has complied, in all material respects, with all of its Governmental Permits, except where the failure to so comply would not have a Material Adverse Effect.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as set forth on Section 5.12 4.13 of the Ensec Sentech Disclosure Schedule or in the Ensec Sentech SEC Reports, there is no Litigation that is pending or, to EnsecSentech's knowledge, threatened against any Ensec Sentech Company that would have a Material Adverse Effect. Except as described disclosed in the Ensec Sentech SEC Reports, Ensec Sentech is and has been in compliance with all applicable Laws, except where the failure to be in compliance would not have a Material Adverse Effect. Except as described disclosed in the Ensec Sentech SEC Reports, there has been no Default under any Laws applicable to any Ensec Sentech Company, including Environmental Laws, except for any Defaults that would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Ensec Sentech Company. Except as set forth on Section 5.12 4.13 of the Ensec Sentech Disclosure Schedule or Schedule, and except as described disclosed in the Ensec Sentech SEC Reports, no Ensec Sentech Company has received any written notice and, to the knowledge of any Ensec Sentech Company, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec Sentech has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect. (b) To EnsecSentech's Knowledgeknowledge, there is no Environmental Condition at any property presently or formerly owned or leased by an Ensec Sentech Company which is reasonably likely to have a Material Adverse Effect. (c) The Ensec Sentech Companies have all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") Permits required in connection with the operation of their respective businesses as now being conducted, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Each Ensec Sentech Company has complied, in all material respects, with all of its Governmental Permits, except where the failure to so comply would not have a Material Adverse Effect.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (ai) Except as set forth on Section 5.12 of the Ensec Disclosure in Schedule or in the Ensec SEC Reports4(i), there is no Litigation that is pending or, to EnsecUniverCell's knowledge, threatened against any Ensec Company that would have a Material Adverse EffectUniverCell. Except as described in the Ensec SEC Reports, Ensec UniverCell is and has been in compliance with all applicable Laws, including Environmental Laws and applicable securities laws, except where the failure to be in compliance would not have a Material Adverse Effect. Except as described in the Ensec SEC Reports, there There has been no Default under any Laws applicable to any Ensec CompanyUniverCell, including Environmental Laws, Laws except for any Defaults that have not had or would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Ensec CompanyUniverCell. Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or except as described in the Ensec SEC Reports, no Ensec Company UniverCell has not received any written notice and, to the knowledge of any Ensec Company, and no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec UniverCell has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect. (bii) To Ensec's KnowledgeUniverCell’s knowledge, there is no Environmental Condition at any property presently or formerly owned or leased by an Ensec Company which is reasonably likely to have a Material Adverse EffectUniverCell. (ciii) The Ensec Companies have UniverCell has all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "“Governmental Permits"”) required in connection with the operation of their respective businesses its business as now being conducted, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Each Ensec Company UniverCell has complied, in all material respects, with all of its Governmental Permits. The execution, except where delivery and performance of this Agreement and the failure consummation of the Transactions contemplated hereby will not (A) result in or give to so comply would not have a Material Adverse Effectany Person any right of termination, non-renewal, cancellation, acceleration or modification in or with respect to any such Governmental Permit, (B) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under any such Governmental Permit, or (C) result in any Encumbrance upon UniverCell or any of its Assets under the terms of any Governmental Permit.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or in the Ensec SEC Reports, there There is no Litigation that is pending or, to EnsecRAI's knowledge, threatened against any Ensec RAI Company that would have a Material Adverse Effect. Except as described in the Ensec SEC Reports, Ensec RAI is and has been in compliance with all applicable Laws, including Environmental Law, except where the failure to be in compliance would not have a Material Adverse Effect. Except as described in the Ensec SEC Reports, there There has been no Default under any Laws applicable to any Ensec RAI Company, including Environmental Laws, except for any Defaults that would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Ensec RAI Company. Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or except as described in the Ensec SEC Reports, no Ensec No RAI Company has received any written notice and, to the knowledge of any Ensec CompanyRAI, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec RAI has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect. (b) To EnsecRAI's Knowledgeknowledge, there is no Environmental Condition at any property presently or formerly owned or leased by an Ensec RAI Company which is reasonably likely to have a Material Adverse Effect. (c) The Ensec RAI Companies have all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") required in connection with the operation of their respective businesses as now being conducted, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Each Ensec RAI Company has complied, in all material respects, with all of its Governmental Permits, except where the failure to so comply would not have a Material Adverse Effect.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or in the Ensec SEC Reports, there There is no Litigation that is pending or, to EnsecIBUI's knowledge, threatened against any Ensec IBUI Company that would have a Material Adverse Effect. Except as described in the Ensec SEC Reports, Ensec Each IBUI Company is and has been in compliance with all applicable Laws, including Environmental Laws, except where the failure to be in compliance would not have a Material Adverse Effect. Except as described in the Ensec SEC Reports, there There has been no Default under any Laws applicable to any Ensec IBUI Company, including Environmental Laws, except for any Defaults that would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Ensec IBUI Company. Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or except as described in the Ensec SEC Reports, no Ensec No IBUI Company has received any written notice and, to the knowledge of any Ensec CompanyIBUI, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec IBUI has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect. (b) To EnsecIBUI's Knowledgeknowledge, there is no Environmental Condition at any property presently or formerly owned or leased by an Ensec IBUI Company which is reasonably likely to have a Material Adverse Effect. (c) The Ensec IBUI Companies have all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") Permits required in connection with the operation of their respective businesses as now being conducted, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Each Ensec IBUI Company has complied, in all material respects, with all of its Governmental Permits, except where the failure to so comply would not have a Material Adverse Effect.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or in the Ensec SEC Reports, there There is no Litigation that is pending or, to EnsecHarmony's knowledge, threatened against any Ensec Harmony Company that would have a Material Adverse Effect. Except as described in the Ensec SEC ReportsTo Harmony's knowledge, Ensec Harmony is and has been in compliance with all applicable Laws, including Environmental Law and applicable securities laws, except where the failure to be in compliance would not have a Material Adverse Effect. Except as described in the Ensec SEC Reports, there There has been no Default under any Laws applicable to any Ensec Harmony Company, including Environmental Laws, except for any Defaults that would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Ensec Harmony Company. Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or except as described in the Ensec SEC Reports, no Ensec No Harmony Company has received any written notice and, to the knowledge of any Ensec Harmony Company, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec Harmony has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect. (b) . To EnsecHarmony's Knowledgeknowledge, there is no Environmental Condition at any property presently or formerly owned or leased by an Ensec Harmony Company which is reasonably likely to have a Material Adverse Effect. (c) . The Ensec Harmony Companies have all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") required in connection with the operation of their respective businesses as now being conducted, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Each Ensec Harmony Company has complied, in all material respects, with all of its Governmental Permits, except where the failure to so comply would not have a Material Adverse Effect.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as set forth on Section 5.12 4.13 of the Ensec IBAH Disclosure --------------- Schedule or in the Ensec SEC ReportsIBAH 10-K, there is no Litigation that is pending or, to Ensec-------- IBAH's knowledge, threatened against any Ensec IBAH Company that would have a Material Adverse Effect. Except as described in the Ensec SEC Reports, Ensec IBAH is and has been in compliance with all applicable Laws, except where the failure to be in compliance would not have a Material Adverse Effect. Except as described in the Ensec SEC Reports, there There has been no Default under any Laws applicable to any Ensec IBAH Company, including Environmental Laws, except for any Defaults that would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Ensec IBAH Company. Except as set forth on Section 5.12 4.13 of the Ensec IBAH Disclosure Schedule or except as described in the Ensec SEC ReportsSchedule, no Ensec IBAH Company has received any written notice ------------------------ and, to the knowledge of any Ensec IBAH Company, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec IBAH has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect. (b) To Ensec's KnowledgeWithout limiting the generality of Section 4.13(a), there is no Environmental Condition at any property presently or formerly owned or leased by an Ensec IBAH Company which is reasonably likely to have a Material Adverse Effect. (c) The Ensec IBAH Companies have all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") required in connection with the operation of their respective businesses as now being conducted, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Each Ensec IBAH Company has complied, in all material respects, with all of its Governmental Permits, except where the failure to so comply would not have a Material Adverse Effect.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as set forth on Section 5.12 4.13 of the Ensec IBAH Disclosure Schedule or in the Ensec SEC ReportsIBAH 10-K, there is no Litigation that is pending or, to EnsecIBAH's knowledge, threatened against any Ensec IBAH Company that would have a Material Adverse Effect. Except as described in the Ensec SEC Reports, Ensec IBAH is and has been in compliance with all applicable Laws, except where the failure to be in compliance would not have a Material Adverse Effect. Except as described in the Ensec SEC Reports, there There has been no Default under any Laws applicable to any Ensec IBAH Company, including Environmental Laws, except for any Defaults that would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Ensec IBAH Company. Except as set forth on Section 5.12 4.13 of the Ensec IBAH Disclosure Schedule or except as described in the Ensec SEC ReportsSchedule, no Ensec IBAH Company has received any written notice and, to the knowledge of any Ensec IBAH Company, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec IBAH has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect. (b) To Ensec's KnowledgeWithout limiting the generality of Section 4.13(a), there is no Environmental Condition at any property presently or formerly owned or leased by an Ensec IBAH Company which is reasonably likely to have a Material Adverse Effect. (c) The Ensec IBAH Companies have all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") required in connection with the operation of their respective businesses as now being conducted, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Each Ensec IBAH Company has complied, in all material respects, with all of its Governmental Permits, except where the failure to so comply would not have a Material Adverse Effect.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or in the Ensec SEC Reports, there There is no Litigation that is pending or, to EnsecHERZ's knowledge, threatened against any Ensec HERZ Company that would have a Material Adverse Effect. Except as described in the Ensec SEC ReportsTo HERZ's knowledge, Ensec HERZ is and has been in compliance with all applicable Laws, including Environmental Law and applicable securities laws, except where the failure to be in compliance would not have a Material Adverse Effect. Except as described in the Ensec SEC Reports, there There has been no Default under any Laws applicable to any Ensec HERZ Company, including Environmental Laws, except for any Defaults that would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Ensec HERZ Company. Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or except as described in the Ensec SEC Reports, no Ensec No HERZ Company has received any written notice and, to the knowledge of any Ensec HERZ Company, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec HERZ has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect. (b) To EnsecHERZ's Knowledgeknowledge, there is no Environmental Condition at any property presently or formerly owned or leased by an Ensec HERZ Company which is reasonably likely to have a Material Adverse Effect. (c) The Ensec HERZ Companies have all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") required in connection with the operation of their respective businesses as now being conducted, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Each Ensec HERZ Company has complied, in all material respects, with all of its Governmental Permits, except where the failure to so comply would not have a Material Adverse Effect.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as set forth on in Section 5.12 4.9 of the Ensec Disclosure Schedule or in the Ensec SEC ReportsLetter, there is no Litigation that is pending or, to Ensec's the Selling Companies' knowledge, threatened (i) against the Seller or its assets or the Parent with respect to the Seller or (ii) seeking to prevent or challenge any Ensec Company that would have a Material Adverse Effectof the Transactions. Except as described in To the Ensec SEC Reports, Ensec is and has been in compliance with all applicable Laws, except where the failure to be in compliance would not have a Material Adverse Effect. Except as described in the Ensec SEC ReportsSelling Companies' knowledge, there has been no Default under any Laws Regulations applicable to any Ensec Company, including Environmental Lawsit, except for any Defaults that would not could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There has been no Default The Seller (and the Parent, with respect to the Seller) has no pending Litigation against any Court Order applicable third party. To the Selling Companies' knowledge, no Seller employee is subject to any Ensec Company. Except as set forth on Section 5.12 of the Ensec Disclosure Schedule Litigation that prohibits such Person from engaging in or except as described in the Ensec SEC Reportscontinuing any conduct, no Ensec Company has received any written notice and, activity or practice that relates to the knowledge of any Ensec Company, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse EffectBusiness. (b) To Ensec's Knowledgethe Selling Companies' knowledge, there the Seller is in compliance with all Regulations applicable to it and to its business as currently conducted. To the Selling Companies' knowledge, no Environmental Condition at event has occurred or condition or state of facts exists that would reasonably be expected to (i) constitute or result in a violation or non-compliance by the Seller of any property presently Regulation, or formerly owned (ii) give rise to any Liability on the part of the Seller to undertake, or leased by an Ensec Company which is reasonably likely to have bear all or any portion of the cost of, any remedial action of any nature, where such violation, non-compliance or undertaking of remedial action would constitute a Material Adverse Effect. Neither of the Selling Companies has received (in regards to the Seller) any written notice from any Governmental Authority or any other person regarding (x) any actual, alleged or potential violation of, or failure to comply with, any Regulation, or (y) any actual, alleged or potential Liability on the part of the Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (c) The Ensec Companies have Section 4.9(c) of the Disclosure Letter identifies all applicable material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectivelyApprovals. To the Selling Companies' knowledge, the "Governmental Permits"Approvals listed in Section 4.9(c) required in connection with of the operation of their respective businesses as now being conducted, Disclosure Letter constitute all of the Governmental Approvals necessary to allow the Seller to conduct and operate its business in the manner currently conducted and allow the Seller to own and use to its assets in the manner in which they are currently owned and used. Each Governmental Approval is valid, subsisting and in full force and effect. To the Selling Companies' knowledge, except where as described in Section 4.9(c) of the Disclosure Letter, the Seller is in compliance with and has fulfilled and performed its obligations under each Governmental Approval. To the Selling Companies' knowledge, no event or condition or state of facts exists that would reasonably be expected to constitute a breach or default under any Governmental Approval relating to the Seller. The Selling Companies have no knowledge of and neither of them has, with regards to the Seller, received any written notice from any Governmental Authority or any other Person regarding any actual or potential (i) violation of or failure to obtain comply with any such Governmental Permit material term or requirement of any such Governmental Permit Approval, or (ii) revocation, withdrawal, non-renewal, suspension, cancellation, termination of, or modification to be in full force and effectany Governmental Approval. No Litigation is pending or, would not to the Selling Companies' knowledge, threatened to revoke, suspend or modify any Governmental Approval or to deny any renewal of any Governmental Approval. To the Selling Companies' knowledge, all applications required to have been filed for the renewal of any Governmental Approval have been duly filed on a Material Adverse Effect. Each Ensec Company has complied, in all material respects, timely basis with all of its the appropriate Governmental Permits, except where the failure to so comply would not have a Material Adverse EffectAuthorities.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or in the Ensec SEC Reports, there 3.9.1 There is no Litigation that is pending oror Proceedings to the Vendor's Knowledge, to Ensecagainst TOL USA, its Assets or operations. To the Vendor's knowledgeKnowledge, threatened against any Ensec Company that would have a Material Adverse Effect. Except as described in the Ensec SEC Reports, Ensec is and TOL USA has been in compliance with all applicable Laws, including applicable Securities Laws and U.S. Environmental Laws except where the failure to be in compliance would not have a Material Adverse Effect. Except as described in the Ensec SEC Reports, there There has been no Default under any Laws applicable to any Ensec Company, including Environmental Laws, except for any Defaults that would not have a Material Adverse EffectTOL USA. There has been no Default with respect to any Court Order applicable to any Ensec CompanyTOL USA. Except as set forth on Section 5.12 of the Ensec Disclosure Schedule The Vendor or except as described in the Ensec SEC Reports, no Ensec Company has TOL USA have not received any written notice and, to the knowledge Knowledge of any Ensec Companythe Vendor, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec . The Vendor has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect. (b) To Ensec's Knowledge, there 3.9.2 There is no Environmental Condition at any property presently or formerly owned or leased by an Ensec Company TOL USA which is reasonably likely to have a Material Adverse Effect. (c) The Ensec Companies have 3.9.3 TOL USA has all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") required in connection with the operation of their respective businesses as now being conductedits Business, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Each Ensec Company TOL USA has complied, in all material respects, complied with all of its Governmental Permits. 3.9.4 TOL USA, except where the failure operation of its Business, property and Assets owned or used by it and the use, maintenance and operation thereof have been and are in compliance with all U.S. Environmental Laws. TOL USA has complied with all reporting and monitoring requirements under all U.S. Environmental Laws. TOL USA has not received any notice of any non-compliance with any U.S. Environmental Laws and has never been convicted of an offence for non-compliance with any U.S. Environmental Laws or been fined or otherwise sentenced or settled such prosecution short of conviction. 3.9.5 TOL USA has obtained all Environmental Permits necessary to so comply conduct its Business and to own, use and operate its property and Assets. All such Environmental Permits are listed in Schedule 3.9.5 and complete and correct copies thereof have been provided to the Acquiror. 3.9.6 Except as disclosed in Schedule 3.9.6, there are no Hazardous Substances located on or in any of the property or assets owned or used by TOL USA, and no release of any Hazardous Substances has occurred on or from its property and Assets or has resulted from the operation of its Business and the conduct of all other activities of TOL USA. Except as disclosed in Schedule 3.9.6, TOL USA has not used any of its properties or Assets to produce, generate, store, handle, transport or dispose of any Hazardous Substances and none of the Leased Premises has been or is being used as a landfill or waste disposal site. 3.9.7 Without limiting the generality of the foregoing, there are no underground or surface storage tanks or urea formaldehyde foam insulation, asbestos, polychlorinated biphenyls (PCBs) or radioactive substances or similar substances located on or in any of the properties or Assets owned, leased or used by TOL USA. TOL USA is not, and there is no basis upon which TOL USA could become, responsible for any clean-up or corrective action under any U.S. Environmental Laws. TOL USA has never conducted or caused to be conducted an environmental audit, assessment or study of any of TOL USA's Assets. 3.9.8 To its knowledge and without further enquiry, there are no pending or proposed changes to U.S. Environmental Laws which would not have a Material Adverse Effectrender illegal or restrict the manufacture or sale of any products manufactured or sold or services provided by TOL USA.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or in the Ensec SEC Reports, there There is no Litigation that is pending or, to EnsecWolfpack's knowledge, threatened against any Ensec Wolfpack Company that would have a Material Adverse Effect. Except as described in the Ensec SEC ReportsTo Wolfpack's knowledge, Ensec Wolfpack is and has been in compliance with all applicable Laws, including Environmental Law and applicable securities laws, except where the failure to be in compliance would not have a Material Adverse Effect. Except as described in the Ensec SEC Reports, there There has been no Default under any Laws applicable to any Ensec Wolfpack Company, including Environmental Laws, except for any Defaults either individually or collectively that would not either individually or collectively have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Ensec Wolfpack Company. Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or except as described in the Ensec SEC Reports, no Ensec No Wolfpack Company has received any written notice and, to the knowledge of any Ensec Wolfpack Company, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec Wolfpack has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect. (b) To EnsecWolfpack's Knowledgeknowledge, there is no Environmental Condition at any property presently or formerly owned or leased by an Ensec a Wolfpack Company which is reasonably likely either individually or collectively to have a Material Adverse Effect. (c) The Ensec Companies Wolfpack and its subsidiaries have all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") required in connection with the operation of their respective businesses as now being conducted, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Each Ensec Wolfpack Company has complied, in all material respects, with all of its Governmental Permits, except where the failure to so comply either individually or collectively would not have a Material Adverse Effect.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or in the Ensec SEC Reports, there There is no Litigation that is pending or, to EnsecSeller's knowledge, threatened against any Ensec Company Seller that would have a Material Adverse Effect. Except as described in the Ensec SEC ReportsTo Seller's knowledge, Ensec Seller is and has been in compliance with all applicable Laws, including Environmental Law and applicable securities laws, except where the failure to be in compliance would not have a Material Adverse Effect. Except as described in the Ensec SEC Reports, there There has been no Default under any Laws applicable to any Ensec CompanySeller, including Environmental Laws, except for any Defaults either individually or collectively that would not either individually or collectively have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Ensec CompanySeller. Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or except as described in the Ensec SEC Reports, no Ensec Company Seller has not received any written notice and, to the knowledge of any Ensec CompanySeller, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec Seller has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect. (b) To EnsecSeller's Knowledgeknowledge, there is no Environmental Condition at any property presently or formerly owned or leased by an Ensec Company Seller or any predecessor in interest which is reasonably likely either individually or collectively to have a Material Adverse Effect. (c) The Ensec Companies Seller and its Subsidiaries have all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") required in connection with the operation of their respective businesses as now being conducted, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Each Ensec Company Seller has complied, in all material respects, with all of its Governmental Permits, except where the failure to so comply either individually or collectively would not have a Material Adverse Effect.