Common use of No Violation of Law Clause in Contracts

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached hereto, the Company is not in violation of nor has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as of the date of this Agreement, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. The Company has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. The Company is not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached heretoSchedule 3.15, neither Seal nor any of the Company Seal Subsidiaries is not in violation of nor of, or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance ordinance, or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could not reasonably be expected to have a Company Seal Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as To the knowledge of the date of this AgreementSeal, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated to Seal an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Seal Material Adverse Effect. The Company has Seal and its Seal Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Seal Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Seal Material Adverse Effect. The Company Neither Seal nor any of the Seal Subsidiaries is not in violation of the terms of any Company Seal Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Seal Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached heretothe Parent SEC Reports, the Company neither Parent nor any of its subsidiaries is not in violation of nor of, or has it been given written notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance ordinance, or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could which would not reasonably be expected to have a Company Parent Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached heretothe Parent SEC Reports, as of the date of this Agreement, to the knowledge of Parent, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company has Parent and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Parent Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, which would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company is Parent and its subsidiaries are not in violation of the terms of any Company Parent Permit, except for delays in filing reports or violations which, alone or in the aggregate, which would not reasonably be expected to have a Company Parent Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached hereto, the Company SEC Reports, neither the Company nor any of its subsidiaries is not in violation of nor or has it been given written notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could which would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached heretothe Company SEC Reports, as of the date of this Agreement, to the knowledge of the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will would not reasonably be expected to have a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, which would not reasonably be expected to have a Company Material Adverse Effect. The Company is and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, which would not reasonably be expected to have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 Schedule 5.17 attached hereto, neither the Company nor any of its subsidiaries is not in violation of nor or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable safety or environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as To the knowledge of the date of this AgreementCompany, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated to the Company an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. Schedule 5.17 sets forth a complete list of all Company Permits. The Company is and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Material Adverse Effect. To the best of the Company's knowledge, upon consummation of the Merger and the other transactions contemplated by this Agreement, all Company Permits will continue to be valid and in full force and effect.

No Violation of Law. Except To the knowledge of the Company, as disclosed in SCHEDULE 4.11 attached heretoof the date hereof, neither the Company, the Company FUMI Share Trust, nor any of their respective subsidiaries is not in violation of nor or has it been given written notice or been charged with of any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, including any applicable environmental lawEnvironmental Law, ordinance or regulation) of any governmental or regulatory body or authorityGovernmental Authority, except for violations which, in the aggregate, could that would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached heretoTo the knowledge of the Company and the FUMI Share Trust, no investigation or review relating individually to the Company, the FUMI Share Trust or any of their respective subsidiaries by any Governmental Authority is pending or threatened, as of the date of this Agreement, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, hereof other than, in each case, those the outcome of which, as far as which would not reasonably can be foreseen, will not expected to have a Company Material Adverse Effect. The Company has Company, the FUMI Share Trust and their respective subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company PermitsCOMPANY PERMITS"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals ap- provals the absence of which, alone or in the aggregate, which would not reasonably be expected to have a Company Material Adverse Effect. The Company is Company, the FUMI Share Trust and their respective subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, that would not reasonably be expected to have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached heretothe Last Company SEC Report, neither the Company nor any of its subsidiaries is not in violation of nor of, or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached heretothe Last Company SEC Report, as of the date of this Agreement, to the knowledge of the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company PermitsCOMPANY PERMITS"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. The Company is and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached hereto, the Company Neither Parent nor any of its subsidiaries is not in violation of nor of, or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance ordinance, or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could not reasonably be expected to have a Company Parent Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as As of the date of this Agreement, to the knowledge of Parent, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated to Parent an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Parent Material Adverse Effect. The Company has Parent and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Parent Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Parent Material Adverse Effect. The Company is Parent and its subsidiaries are not in violation of the terms of any Company Parent Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Parent Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached hereto, the Company SEC Reports, neither the Company nor any of its subsidiaries is not in violation of nor or has it been given written notice or been charged with of any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could which would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached heretothe Company SEC Reports, as of the date of this Agreement, to the knowledge of the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will would not reasonably be expected to have a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, which would not reasonably be expected to have a Company Material Adverse Effect. The Company is and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, which would not reasonably be expected to have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached heretothe Last Parent SEC Report, the Company neither Parent nor any of its subsidiaries is not in violation of nor of, or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance ordinance, or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could would not reasonably be expected to have a Company Parent Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached heretothe Last Parent SEC Report, as of the date of this Agreement, to the knowledge of Parent, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Parent Material Adverse Effect. The Company has Parent and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company PermitsPARENT PERMITS"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Parent Material Adverse Effect. The Company is Parent and its subsidiaries are not in violation of the terms of any Company Parent Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Parent Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached heretothe Parent SEC Reports, the Company neither Parent nor any of its subsidiaries is not in violation of nor of, or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance ordinance, or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could not reasonably be expected to have a Company Parent Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached heretothe Parent SEC Reports, as of the date of this Agreement, to the knowledge of Parent, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated to Parent an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Parent Material Adverse Effect. The Company has Parent and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Parent Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Parent Material Adverse Effect. The Company is Parent and its subsidiaries are not in violation of the terms of any Company Parent Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Parent Material Adverse Effect.

No Violation of Law. Except To the best of the Company's and Stockholders' knowledge and belief, except as disclosed in SCHEDULE 4.11 attached hereto, the Company is not in violation of nor has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as of the date of this Agreement, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. The Company has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. The Company is not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached hereto, the Company SEC ------------------- Reports filed prior to the date of this Agreement, neither the Company nor any of its subsidiaries is not in violation of nor or has it been given written (or, to the knowledge of the Company's executive officers, oral) notice or been charged with of any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations whichwhich would not reasonably be expected, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as of the Company SEC Reports filed prior to the date of this Agreement, to the knowledge of the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of whichwhich would not reasonably be expected, as far as reasonably can be foreseenindividually or in the aggregate, will not to have a Company Material Adverse Effect. The Company has all permitsand its subsidiaries are not in violation of the terms of any permit, licenseslicense, franchisesfranchise, variancesvariance, exemptionsexemption, orders and order or other governmental authorizationsauthorization, consents and approvals consent or approval necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. The Company is not in violation of the terms of any Company Permit, except for delays in filing reports or violations whichwhich would not reasonably be expected, alone individually or in the aggregate, would not to have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 the Company SEC Reports or in Schedule 5.10 attached hereto, neither the Company nor any of ------------- its subsidiaries is not in violation of nor or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached heretothe Company SEC Reports, as to the knowledge of the date of this AgreementCompany, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated to the Company an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. The Company is and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed set forth in SCHEDULE 4.11 attached heretoSchedule 5.11, neither the Company nor any of its subsidiaries is not in violation of nor or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as As of the date of this Agreement, no investigation or review by any governmental or regulatory body or authority is pending orpending, or to the knowledge of the Company, Company threatened, nor has any governmental or regulatory body or authority indicated to the Company an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. The Company is and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 the Company SEC Reports or in Schedule 5.10 attached hereto, neither the Company nor any of its subsidiaries is not in violation of nor or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached heretothe Company SEC Reports, as to the knowledge of the date of this AgreementCompany, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated to the Company an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. The Company is and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed set forth in SCHEDULE 4.11 attached heretoSection 4.9 of the Company Disclosure Schedule, the Company and each Company Subsidiary is not in violation of nor and has it not been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could do not have, and would not reasonably be expected to have have, a Company Material Adverse EffectEffect on the Company. Except as disclosed in SCHEDULE 4.11 attached hereto, as of Neither the date of this Agreement, no Company nor any Company Subsidiary has received any written notice that any investigation or review with respect to it by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. The Company and each Company Subsidiary has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses its business as presently conducted (collectively, the "Company Permits")conducted, except for permitsthose, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse EffectEffect on the Company (collectively, "Permits"). The Company and each Company Subsidiary (a) has duly and timely filed all reports and other information required to be filed with any governmental or regulatory authority in connection with its Permits, and (b) is not in violation of the terms of any Company Permitof its Permits, except for such omissions or delays in filing filings, reports or violations which, alone or in the aggregate, would not have a Company Material Adverse EffectEffect on the Company.

No Violation of Law. Except as disclosed set forth in SCHEDULE 4.11 attached heretoSchedule -------- 5.12, neither the Company nor any of its subsidiaries is not in violation of nor or has it ---- been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as As of the date of this Agreement, no investigation or review by any governmental or regulatory body or authority is pending orpending, or to the best knowledge of the Company, Company threatened, nor has any governmental or regulatory body or authority indicated to the Company an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except --------------- for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. The Company is and its subsidiaries are not in violation of the terms of any Company Permit, or any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator or mediator, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached hereto, the Company SEC Reports filed prior to the date of this Agreement, neither the Company nor any of its subsidiaries is not in violation of nor or has it been given written (or, to the knowledge of the Company's executive officers, oral) notice or been charged with of any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations whichwhich would not reasonably be expected, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as of the Company SEC Reports filed prior to the date of this Agreement, to the knowledge of the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company has all and its subsidiaries are not in violation of the terms of any permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. The Company is not in violation of the terms of any Company Permit, except for delays in filing reports or violations whichwhich would not reasonably be expected, alone individually or in the aggregate, would not to have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached heretoSchedule 5.11, neither the Company nor any of its subsidiaries is not in violation of nor of, or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as To the knowledge of the date of this AgreementCompany and the Seller, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated to the Company an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. The Neither the Company nor any of its subsidiaries is not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached hereto, the Company ------------------- SEC Reports filed prior to the date of this Agreement, neither the Company nor any of its subsidiaries is not in violation of nor or has it been given written (or, to the knowledge of the Company's executive officers, oral) notice or been charged with of any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations whichwhich would not reasonably be expected, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as of the Company SEC Reports filed prior to the date of this Agreement, to the knowledge of the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company has all and its subsidiaries are not in violation of the terms of any permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. The Company is not in violation of the terms of any Company Permit, except for delays in filing reports or violations whichwhich would not reasonably be expected, alone individually or in the aggregate, would not to have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 set forth on Schedule 5.10 attached hereto, neither the Company nor any of its subsidiaries is not in violation of nor or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could which would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as As of the date of this Agreement, to the knowledge of the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will which would not have a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, A-14 18 authorizations, consents and approvals the absence of which, alone or in the aggregate, which would not have a Company Material Adverse Effect. The Company is and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, which would not have a Company Material Adverse Effect.. SECTION 5.11

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached hereto, the Company Recent SEC Reports, neither the Company nor any of its subsidiaries is not in violation of nor of, or has it been given written notice or been charged with any violation ofthat it is currently violating, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations whichwhich are not reasonably likely to have, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as of the date of this Agreement, no No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will is not have reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of whichwhich is not reasonably likely to have, alone individually or in the aggregate, would not have a Company Material Adverse Effect. The Company is and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations whichwhich are not reasonably likely to have, alone individually or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached hereto, Section 3.10 of the Company Disclosure Letter or the Company Financial Statements, no Seller is not in violation of nor of, or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations violations, which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached heretoSection 3.10 of the Company Disclosure Letter or the Company Financial Statements, as of the date of this Agreement, no investigation or review by any governmental or regulatory body or authority is pending or, to the best knowledge of the Company, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. The Company has , and the Sellers have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents consents, and approvals necessary to conduct their businesses as presently conducted conducted, including without limitation all interexchange carrier ("IXC"), competitive access provider, and local exchange carrier ("LEC") or competitive local exchange carrier ("CLEC") approvals required in connection with the Business (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone individually or in the aggregate, would not have a Company Material Adverse Effect. The Company is Sellers are not in violation of the terms of any Company Permit, except for delays in filing reports or violations violations, which, alone in either case, individually or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached hereto, the Company Recent SEC Reports, neither the Company nor any of its subsidiaries is not in violation of nor of, or has it been given written notice or been charged with any violation ofthat it is currently violating, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations whichwhich are not reasonably likely to have, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached hereto, as of the date of this Agreement, no No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will is not have reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company PermitsCOMPANY PERMITS"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of whichwhich is not reasonably likely to have, alone individually or in the aggregate, would not have a Company Material Adverse Effect. The Company is and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations whichwhich are not reasonably likely to have, alone individually or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached hereto, Neither the Company nor any of its ------------------- subsidiaries is not or, since December 31, 1997, has been in violation of nor or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authorityGovernmental Authority, except for violations which, in the aggregate, could which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed have, individually or in SCHEDULE 4.11 attached heretothe aggregate, as of the date of this Agreement, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), which are listed on Section 5.11 of the Company Disclosure Schedule, except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of whichwhich have not had and would not reasonably be expected to have, alone individually or in the aggregate, would not have a Company Material Adverse Effect. The Company is and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or such other violations whichwhich have not had and would not reasonably be expected to have, alone individually or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached hereto, the The Company is not in violation of nor and has it not been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental lawEnvironmental Laws, ordinance or regulationas hereinafter defined) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could do not have, and would not reasonably be expected to have have, a Company Material Adverse EffectEffect on the Company. Except as disclosed in SCHEDULE 4.11 attached hereto, as of the date of this Agreement, no The Company has not received any written notice that any investigation or review with respect to it by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. The Company has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses its business as presently conducted (collectively, the collectively its "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse EffectEffect on the Company. The Company (a) has duly and timely filled all reports and other information required to be filed with any governmental or regulatory authority in connection with its Permits, and (b) is not in violation of the terms of any Company Permitof its Permits, except for omissions or delays in filing filings, reports or violations which, alone or in the aggregate, would not have a Company Material Adverse EffectEffect on the Company. Schedule 4.9 of the Company Disclosure Schedule contains a list of Permits.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached hereto, Section 3.9 of the Company Disclosure Letter, no Seller is not in violation of nor of, or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations violations, which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached heretoSection 3.9 of the Company Disclosure Letter, as of the date of this Agreement, no investigation or review by any governmental or regulatory body or authority is pending or, to the best knowledge of the Company, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. The Company has , and the Sellers have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents consents, and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone individually or in the aggregate, would not have a Company Material Adverse Effect. The Company is Sellers are not in violation of the terms of any Company Permit, except for delays in filing reports or violations violations, which, alone in either case, individually or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 attached heretoset forth on Section 3.8 of the Disclosure Schedule, neither the Company is not nor any of its Subsidiaries is, or since January 1, 2005 has been, in violation of nor of, or has it been given written notice or been charged with of any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could that have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. Except as disclosed in SCHEDULE 4.11 attached hereto, as To the knowledge of the date of this AgreementCompany, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, than those the outcome of which, as far as which has not had and would not reasonably can be foreseen, will not expected to have a Company Material Adverse EffectEffect on the Company. The Company has and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses in all material respects as presently conducted and to own and lease each of the real properties of the Company in compliance in all material respects with all applicable building, zoning, health and safety and other land use laws (collectively, the "“Company Permits"”), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, which have not had and would not be reasonably expected to have a Company Material Adverse EffectEffect on the Company. The Company is and its Subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, which have not had and would not be reasonably expected to have a Company Material Adverse EffectEffect on the Company. This Section 3.8 does not relate to matters which are the subject of Sections 3.9, 3.10 or 3.11.

No Violation of Law. Except as disclosed in SCHEDULE 4.11 the Company SEC Reports or in Schedule 5.10 attached hereto, neither the Company nor ------------- any of its subsidiaries is not in violation of nor or has it been given notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in SCHEDULE 4.11 attached heretothe Company SEC Reports, as of the date of this Agreement, to the knowledge of the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, will not have a Company Material Adverse Effect. The Company has and its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, and other governmental authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Company Material Adverse Effect. The Company is and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which, alone or in the aggregate, would not have a Company Material Adverse Effect.