Common use of No Violation of Law Clause in Contracts

No Violation of Law. Neither the Company nor any of its Subsidiaries is in violation of, or since June 30, 2000 has violated 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 that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, 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, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company 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 would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for violations which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Violation of Law. (a) Neither the Company nor any of its Subsidiaries is is, or since December 31, 2010 has been, in violation of or has been given written or, to its best knowledge, other notice of any violation of, or since June 30, 2000 has violated 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 authorityLaw, except for violations that which would not not, individually or in the aggregate, have or reasonably be expected to be material to the Company and its Subsidiaries, taken as have a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect. No investigation or review by any governmental or regulatory body or authority Governmental Entity is pending or, to the best knowledge of the Company's Knowledge, threatenedthreatened against the Company or any of its Subsidiaries involving any of their respective properties or assets or any of their respective officers or directors in their capacities as such, nor to the best knowledge of the Company, has any governmental or regulatory body or authority Governmental Entity indicated an intention to conduct the same, other than, in each case, those the outcome of whichwhich would not, as far as reasonably can be foreseenindividually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Company, since December 31, 2010, no Issuing Bank has been in violation of or has been given written notice of any violation of any Law, which violation would be material reasonably expected to adversely impact, restrict or alter the Company and its Subsidiaries, taken as a whole, or to result in a material liability to operations of the Company or any of its SubsidiariesSubsidiaries as currently conducted in any material respect. The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders exemptions and other governmental authorizations, consents and approvals necessary to conduct their businesses in all material respects as presently conducted (collectively, the "“Company Permits"”), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havenot, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havenot, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect. No suspension or cancellation of any material Company Permit is pending or, to the best knowledge of the Company, threatened which would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

No Violation of Law. Neither (a) The business and operations of the Company, and the Company nor any of its Subsidiaries is in violation of, or since June 30, 2000 has violated 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 that would not reasonably be expected to be material to the Company and its Insurance Subsidiaries, taken as a wholehave been conducted in compliance with all applicable domestic and foreign statutes, or to result in a material liability to regulations and rules regulating the Company or any business and products of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, 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, would not reasonably be expected to be material to the Company insurance and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company reinsurance and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, applicable orders and other governmental authorizations, consents directives of insurance regulatory authorities and approvals necessary to market conduct their businesses as presently conducted recommendations resulting from market conduct examinations by insurance regulatory authorities (collectively, the "Company PermitsInsurance Laws"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents where the failure to so conduct such business and approvals the absence of which would not reasonably be expected to haveoperations is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect on the Company or to prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. The Notwithstanding the generality of the foregoing, each Company Insurance Subsidiary and its Subsidiaries are not in violation agents (including, to the knowledge of the terms of Responsible Executive Officers, any fronting company or anyone acting as agent in selling insurance products on the Company's or any Company PermitSubsidiary's behalf) have marketed, except for sold and issued insurance products in compliance in all material respects with all Laws applicable to the business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance in all material respects with all applicable prohibitions against "redlining" or withdrawal of business lines. In addition (i) there is no pending or, to the knowledge of the Responsible Executive Officers, threatened charge by any insurance regulatory authority that any of the Company Insurance Subsidiaries has violated, nor any pending or, to the knowledge of the Responsible Executive Officers, threatened investigation by any insurance regulatory authority with respect to possible violations which would not reasonably be expected to haveof, any applicable Insurance Laws where such violations are, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect on the Company or to prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; and (ii) none of the Company Insurance Subsidiaries is subject to any agreement, order or decree of any insurance regulatory authority relating specifically to such Company Insurance Subsidiary (as opposed to insurance companies generally) which are, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company or to prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

No Violation of Law. Neither Except as disclosed in the Company Sellers SEC Reports or in the Sellers Disclosure Schedule, neither Seller nor any of its respective Subsidiaries is in violation of, or since June 30has been given notice or been charged with any violation of, 2000 has violated 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 that would which, in the aggregate, could not reasonably be expected to be material have a Material Adverse Effect. Except as disclosed in the Sellers SEC Reports or in the Sellers Disclosure Schedule, as of the date of this Agreement, to the Company and its Subsidiariesknowledge of either Seller, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, 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 foreseeneither individually or in the aggregate, would will not reasonably be expected to be material to the Company have a Material Adverse Effect. Each Seller and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its respective Subsidiaries have has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their its businesses as presently conducted (collectively, the "Company PermitsSELLERS PERMITS"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effect. The Company Each Seller and its respective Subsidiaries are is not in violation of the terms of any Company Sellers Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Neither Except as disclosed in the Company AWS SEC Reports, neither AWS nor any of its Subsidiaries subsidiaries is in violation of, of or since June 30, 2000 has violated been given notice of 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 regulationEnvironmental Law) of any governmental or regulatory body or authority, except for violations that would which, in the aggregate, could not reasonably be expected to be have a material to adverse effect on the Company business, operations, properties, assets, condition (financial or other) or results of operations of AWS and its Subsidiariessubsidiaries, taken as a whole. Except as disclosed in the AWS SEC Reports, or to result in a material liability as of the date of this Agreement, to the Company or any knowledge of AWS and its Subsidiaries. No subsidiaries, no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, threatened, 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, would will not reasonably be expected to be have a material to adverse effect on the Company business, operations, properties, assets, condition (financial or other) or results of operations of AWS and its Subsidiaries, subsidiaries taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company AWS and its Retained 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")conducted, except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effect. The Company material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of AWS and its subsidiaries, taken as a whole (collectively, the "AWS Permits"). All of the AWS Permits are listed in Section 6.10 of the AWS Disclosure Schedule. AWS and its Retained Subsidiaries are not in violation of the terms of any Company AWS Permit, except for violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations of AWS and its subsidiaries, taken as a whole.

No Violation of Law. Neither the Company nor any of its Subsidiaries is in violation of or has been given written or, to its best knowledge, other notice of any violation of, or since June 30, 2000 has violated 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 Entity, except for violations that which would not not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect. To the best knowledge of the Company, (i) no investigation or review by any Governmental Entity is pending or, to the Company and its Subsidiariesbest knowledge of the Company, taken as a whole, or to result in a material liability to threatened against the Company or any of its Subsidiaries. No investigation Subsidiaries or review by any governmental of their respective officers or regulatory body or authority is pending ordirectors, nor to the Company's Knowledge, threatened, nor best knowledge of the Company has any governmental or regulatory body or authority Governmental Entity indicated an intention to conduct the samesame (except for such reviews or investigations that relate to (i) the Merger and the other transactions contemplated by this Agreement that may occur following announcement of this Agreement, other than(ii) the obtaining of Consents or the making of Registrations or (iii) the clearance by the SEC of the Proxy Statement, which in each casecase would not, those individually or in the outcome of whichaggregate, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as have a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect). The Company 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 (collectively, the "“Company Permits"”), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. No suspension or cancellation of any material Company Permit is pending or, to the best knowledge of the Company, threatened which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Company, neither the Company nor any of its Subsidiaries has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act.

No Violation of Law. Neither the Company nor any of its Subsidiaries ------------------- subsidiaries is or, since December 31, 1997, has been in material default under or in material violation of or has been charged with any material violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental environmental, labor, export control and foreign corrupt practices law, ordinance ordinance, decree or regulation) of any governmental Governmental Authority to which the Company or regulatory body any Company Subsidiary or authorityany of their respective assets or properties is or was subject, except for defaults or violations that which would not not, individually or in the aggregate, reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, 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, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect. The Company and its the Company Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted and to own their assets and properties (collectively, the "Company Permits"), except for such permits, --------------- licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Correct and complete copies of all material Company Permits have been provided or made available to Parent. The Company and its Subsidiaries subsidiaries are not in violation in any material respect of the terms of any Company Permit, except for such violations which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Violation of Law. Neither Except as disclosed in the Company SEC Reports or in Schedule 5.8, neither the Company nor any of its Subsidiaries subsidiaries is in violation of or has been given notice or been charged with any violation of, or since June 30, 2000 has violated 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 that would which, in the aggregate, could not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole. Except as disclosed in the Company SEC Reports, or to result in a material liability as of the date of this Agreement, to the Company or any knowledge of its Subsidiaries. No the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, 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, would will not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiaries, subsidiaries taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries 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 would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of the Company Material Adverse Effectand its subsidiaries, taken as a whole.

No Violation of Law. Neither Except as disclosed in the Company SEC Reports, neither the Company nor any of its Subsidiaries subsidiaries is or at any time since December 31, 1997, has been in violation of or has been given notice or been charged with any violation of, or since June 30, 2000 has violated 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 that would which, in the aggregate, could not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole. Except as disclosed in the Company SEC Reports, or to result in a material liability as of the date of this Agreement, to the Company or any knowledge of its Subsidiaries. No the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, 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, would will not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries 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 would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole.

No Violation of Law. Neither Except as disclosed in the Company SEC Reports or in the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries subsidiaries is in violation of or has been given notice or been charged with any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulationEnvironmental Law) of any governmental or regulatory body or authority, except for violations that would which, in the aggregate, could not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole. Except as disclosed in the Company SEC Reports, or to result in a material liability as of the date of this Agreement, to the Company or any knowledge of its Subsidiaries. No the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, or threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other 14 than, in each case, those the outcome of which, as far as reasonably can be foreseen, would will not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiaries, subsidiaries taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries 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 would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of the Company Material Adverse Effectand its subsidiaries, taken as a whole.

No Violation of Law. Neither the Company nor any of its Subsidiaries is in violation of, or since June 30, 2000 has violated 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 that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, 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, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company 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 would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for violations which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Violation of Law. Neither The Company and the Company nor Subsidiary are not in violation of and has not been given notice or been charged with any of its Subsidiaries is in violation of, or since June 30, 2000 has violated 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 that which, in the aggregate, do not have, and would not reasonably be expected to be material to have, a Material Adverse Effect on the Company. The Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or has not received any of its Subsidiaries. No written notice that any investigation or review with respect to it by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, 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, would not reasonably be expected to be material to have, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesCompany. The Company and its Subsidiaries have 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 would not reasonably be expected to havewhich, individually 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 Subsidiaries are Permits, and (b) to the knowledge of the Company, is not in violation of the terms of any Company Permitof its Permits, except for omissions or delays in filings, reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse EffectEffect on the Company. The Company Disclosure Schedule contains a list of Permits.

No Violation of Law. Neither the Company nor any of its Subsidiaries is in violation of or has been given written or, to its best knowledge, other notice of any violation of, or since June 30, 2000 has violated 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 Entity, except for violations that which would not not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect. To the best knowledge of the Company, (i) no investigation or review by any Govern- mental Entity is pending or, to the Company and its Subsidiariesbest knowledge of the Company, taken as a whole, or to result in a material liability to threatened against the Company or any of its Subsidiaries. No investigation Subsidiaries or review by any governmental of their respective officers or regulatory body or authority is pending ordirectors, nor to the Company's Knowledge, threatened, nor best knowledge of the Company has any governmental or regulatory body or authority Governmental Entity indicated an intention to conduct the samesame (except for such reviews or investigations that relate to (i) the Merger and the other transactions contemplated by this Agreement that may occur following announcement of this Agreement, other than(ii) the obtaining of Consents or the making of Registrations or (iii) the clearance by the SEC of the Proxy Statement, which in each casecase would not, those individually or in the outcome of whichaggregate, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as have a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect). The Company 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 (collectively, the "“Company Permits"”), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. No suspension or cancellation of any material Company Permit is pending or, to the best knowledge of the Company, threatened which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Company, neither the Company nor any of its Subsidiaries has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act.

No Violation of Law. Neither As of the date hereof, neither the Company nor any of its Subsidiaries subsidiaries is in violation of or has been given written notice of any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) or other legal requirement of any governmental or regulatory body or authority, except for violations that which would not reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect. No investigation or review by any governmental or regulatory body or authority is pending as to which the Company has received notice or, to the knowledge of the Company's Knowledge, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, as of the date hereof other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect. The Company and its Subsidiaries 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 would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

No Violation of Law. Neither Except as disclosed in the Company SEC Reports, neither the Company nor any of its Subsidiaries subsidiaries is in violation of or has been given notice or been charged with any violation of, or since June 30, 2000 has violated 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 that would which, in the aggregate, could not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole. Except as disclosed in the Company SEC Reports, or to result in a material liability as of the date of this Agreement, to the Company or any knowledge of its Subsidiaries. No the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, 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, would will not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries 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 would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole.

No Violation of Law. Neither Except as disclosed in Section 3.10 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is in violation of, or since June 30January 1, 2000 2000, has violated violated, 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 that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, threatened, nor has any governmental or regulatory body or authority Governmental 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, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company 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 would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for violations which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No action, demand, requirement or investigation by any Governmental Authority and no outstanding order, writ, injunction, or decree of any Governmental Authority is pending or, to the Company's Knowledge, threatened, against the Company or any of its Subsidiaries affecting, involving, or relating to its or their business or assets. The Merger, in and of itself, will not cause the revocation or cancellation of any Company Permit.

No Violation of Law. Neither Except as disclosed in the Company ------------------- SEC Reports, neither the Company nor any of its Subsidiaries subsidiaries is or at any time since December 31, 1997, has been in violation of or has been given notice or been charged with any violation of, or since June 30, 2000 has violated 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 that would which, in the aggregate, could not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole. Except as disclosed in the Company SEC Reports, or to result in a material liability as of the date of this Agreement, to the Company or any knowledge of its Subsidiaries. No the Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, 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, would will not reasonably be expected to be have a material to adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries 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 would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole.

No Violation of Law. Neither Except as set forth in Section 3.9 of the Company nor Disclosure Schedule, the Company is not in violation of and has not been given notice or been charged with any of its Subsidiaries is in violation of, or since June 30, 2000 has violated 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 that which, in the aggregate, do not have, and would not reasonably be expected to be material to have, a Material Adverse Effect on the Company. The Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or has not received any of its Subsidiaries. No written notice that any investigation or review with respect to it by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, 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, would not reasonably be expected to be material to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesCompany. The Company and its Subsidiaries have 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 would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse EffectEffect on the Company (collectively, "Permits"). The Company has duly and timely filed all reports and other information required to be filed with any governmental or regulatory authority in connection with its Subsidiaries are Permits, and is not in violation of the terms of any Company Permitof its Permits, except for such omissions or delays in filings, reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse EffectEffect on the Company. Section 3.9 of the Company Disclosure Schedule contains a list of Permits.

No Violation of Law. Neither Except as disclosed in the Company Recent SEC Reports, neither the Company nor any of its Subsidiaries subsidiaries is in violation of, or since June 30, 2000 has violated been given written notice that 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, authority except for violations that which would not be reasonably be expected to be material to have, individually or in the aggregate, a Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of the Company's Knowledge, 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, which would not be reasonably be expected to be material to have, individually or in the aggregate, a Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect. The Company and its Subsidiaries 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 would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries subsidiaries are not in violation of the terms of any Company Permit, except for violations which would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has received notice that any Company Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and the Company has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, except for such terminations, modifications or nonrenewals as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any Company Permit, or result in any termination, modification or nonrenewals thereof, except for such violations, terminations, modifications or nonrenewals thereof as, would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Violation of Law. Neither Except as disclosed in Section 3.10 of the Company nor any of its Subsidiaries Disclosure Letter or the Company Financial Statements, no Seller is in violation of, or since June 30has been given notice or been charged with any violation of, 2000 has violated any law, statutestatue, order, rule, regulation, ordinance ordinance, or judgment (including, without limitation, any applicable environmental law, ordinance ordinance, or regulation) of any governmental or regulatory body or authority, except for violations that would violations, which, in the aggregate, could not reasonably be expected to be material to have a Company Material Adverse Effect. Except as disclosed in Section 3.10 of the Company and its Subsidiaries, taken as a whole, Disclosure Letter or to result in a material liability to the Company or any Financial Statements, as of its Subsidiaries. No 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's Knowledge, 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, would will not reasonably be expected to be material to have a Company Material Adverse Effect and the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries Sellers have all permits, licenses, franchises, variances, exemptions, orders orders, and other governmental authorizations, consents consents, and approvals necessary to conduct their businesses as presently conducted conducted, including all approvals in connection with bonding and surety arrangements in respect of closed landfills (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents consents, and approvals the absence of which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effect. The Company and its Subsidiaries Sellers are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Neither the Company nor any The business of its Subsidiaries TBS is not being conducted in violation ofof any statute, or since June 30, 2000 has violated any law, statute, order, ruleordinance, regulation, ordinance judgment, order or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) decree of any domestic or foreign governmental or judicial entity (including any stock exchange or other self-regulatory body body) ("Legal Requirements"), or authorityin violation of any permits, franchises, licenses, authorizations or consents that are granted by any domestic or foreign government or judicial entity (including any stock exchange or other self- regulatory body) ("Permits"), except for possible violations that would not none of which, individually or in the aggregate, may reasonably be expected to be material to the Company and its Subsidiarieshave a Material Adverse Effect on TBS. Except as set forth on Schedule 3.8 hereto, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No no investigation or review by any domestic or foreign governmental or regulatory body entity (including any stock exchange or authority other self-regulatory body) with respect to TBS in relation to any alleged violation of law or regulation is pending or, to the CompanyTBS's Knowledgeor ICS's knowledge, threatened, nor has any governmental or regulatory body entity (including any stock exchange or authority other self-regulatory body) indicated an intention to conduct the same, other than, in each case, those the outcome of except for such investigations which, as far as reasonably can be foreseenif they resulted in adverse findings, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company 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 would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on TBS. The Company Except as set forth on Schedule 3.8 hereto, TBS is not subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any court, governmental entity or regulatory agency that materially restricts the conduct of its Subsidiaries are not in violation of the terms of any Company Permit, except for violations business or which would not may reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on TBS, nor has TBS or ICS been advised that any court, governmental entity or regulatory agency is considering issuing or requesting any of the foregoing. None of the representations and warranties made in this Section 3.8 are being made with respect to Environmental Laws.

No Violation of Law. Neither the The Company nor is not in violation of and has not been given notice or been charged with any of its Subsidiaries is in violation of, or since June 30, 2000 has violated 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 that which, in the aggregate, do not have, and would not reasonably be expected to be material to the Company and its Subsidiarieshave, taken as a whole, or to result in a material liability to adverse effect on the financial condition, operations or prospects of the Company. The Company or has not received any of its Subsidiaries. No written notice that any investigation or review with respect to it by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, 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, would not reasonably be expected to be material to the Company and its Subsidiarieshave, taken as a whole, or to result in a material liability to adverse effect on the Company financial condition, operations or any prospects of its Subsidiariesthe Company. The Company and its Subsidiaries have 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 would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effectmaterial adverse effect on the financial condition, operations or prospects of 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 Subsidiaries are Permits, and (b) is not in violation of the terms of any Company Permitof its Permits, except for omissions or delays in filings, reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a material adverse effect on the financial condition, operations or prospects of the Company. The Company Material Adverse EffectDisclosure Schedule contains a list of Permits.

No Violation of Law. Neither Permits. The business of the Company nor any and each of its Subsidiaries is not being conducted in violation ofof any Legal Requirements, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) in violation of any governmental or regulatory body or authorityPermits, except for possible violations that would not none of which, individually or in the aggregate, could reasonably be expected to be material to have a Material Adverse Effect on the Company. The Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any each of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is Subsidiaries have all Permits that are required in connection with the operation of their businesses (collectively, “Company Required Permits”), and no proceedings are pending or, to the knowledge of the Company's Knowledge, threatenedthreatened to revoke or limit any Company Required Permit, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other thanexcept, in each case, those the outcome absence or violation of whichwhich do not and will not have a Material Adverse Effect on the Company. Except as set forth on Schedule 5.8 hereto, as far as reasonably can be foreseen, would not reasonably be expected to be material (a) to the Company and its SubsidiariesCompany’s knowledge, taken as a whole, no investigation or to result in a material liability review by any domestic or foreign governmental or regulatory entity (including any stock exchange or other self-regulatory body) with respect to the Company or its Subsidiaries in relation to any alleged violation of law or regulation is pending or threatened, and (b) no governmental or regulatory entity (including any stock exchange or other self-regulatory body) has notified the Company of its Subsidiaries. The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary intention to conduct their businesses as presently conducted (collectively, the "Company Permits")same, except for permitssuch investigations which, licensesif they resulted in adverse findings, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. The Except as set forth on Schedule 5.8 hereto, neither the Company and nor any of its Subsidiaries are not in violation is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the terms request of, any court, governmental entity or regulatory agency that materially restricts the conduct of any Company Permit, except for violations its business or which would not could reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company, or would prevent or delay the consummation of the transactions contemplated by this Agreement, nor has the Company or any of its Subsidiaries been advised that any court, governmental entity or regulatory agency is considering issuing or requesting any of the foregoing.

No Violation of Law. Neither To the Company's knowledge, the Company nor any of its Subsidiaries and ------------------- each Subsidiary is not in violation of, of and has not been given notice or since June 30, 2000 has violated 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 that which, in the aggregate, do not have, and would not reasonably be expected to be material to have a Material Adverse Effect. Neither the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or nor any of its Subsidiaries. No 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 Company's Knowledge, 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, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as have a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect. The Company and its Subsidiaries each Subsidiary have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted conducted, except for those, the absence of which, alone or in the aggregate, would not have a Material Adverse Effect (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Subsidiary (a) have duly and timely filed all reports and other information required to be filed with any governmental or regulatory authority in connection with its Subsidiaries Permits, and (b) are not in material violation of the terms of any Company Permitof its Permits, except for such omissions or delays in filings, reports or violations which would not reasonably be expected to havewhich, individually alone or in the aggregate, would not have a Company Material Adverse Effect.

No Violation of Law. Neither the Company nor any of its Subsidiaries is in violation of or has been given written or, to its best knowledge, other notice of any violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, including any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authorityGovernmental Entity, except for violations that which would not not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect. To the best knowledge of the Company, no investigation or review by any Governmental Entity is pending or, to the Company and its Subsidiariesbest knowledge of the Company, taken as a whole, or to result in a material liability to threatened against the Company or any of its Subsidiaries. No investigation Subsidiaries or review by any governmental of their respective officers or regulatory body or authority is pending ordirectors, nor to the Company's Knowledge, threatened, nor best knowledge of the Company has any governmental or regulatory body or authority Governmental Entity indicated an intention to conduct the samesame (except for such reviews or investigations that relate to (a) the Merger and the other transactions contemplated by this Agreement that may occur following announcement of this Agreement, other than(b) the obtaining of Consents or the making of Registrations or (c) the clearance by the SEC of the Proxy Information Statement, which in each casecase would not, those individually or in the outcome of whichaggregate, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as have a whole, or to result in a material liability to the Company or any of its SubsidiariesMaterial Adverse Effect). The Company 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 (collectively, the "“Company Permits"”), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. No suspension or cancellation of any material Company Permit is pending or, to the best knowledge of the Company, threatened which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Company, neither the Company nor any of its Subsidiaries has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act.