Common use of Permits and Compliance with Laws Clause in Contracts

Permits and Compliance with Laws. (a) Except as set forth on Section 5.12(a) of the Disclosure Letter, Seller is, and has been since January 1, 2009, in compliance in all material respects with all Applicable Laws. Seller has not received written notification from any Governmental Entity (i) asserting a violation of any Applicable Law regarding the conduct of the Wafer Business; (ii) threatening to revoke any material Permit; or (iii) restricting or in any way limiting its operations as currently conducted, except for notices of violations, revocations or restrictions. (b) Seller possesses all material Permits issued by, and have made all declarations and filings with, the appropriate Governmental Entities that are necessary for the ownership, lease, use and operation of the Acquired Assets (collectively, the “Seller Permits”). Section 5.12(b) of the Disclosure Letter sets forth, as of the Execution Date, a true and correct list of all material Seller Permits in effect and a true and correct list of all material pending applications for Permits, that would be Seller Permits if issued or granted and all material pending applications by Seller for modification, extension or renewal of the Seller Permits. Seller has operated the Wafer Business in compliance in all material respects with the terms and conditions of the Seller Permits, and Seller not has received any written notice alleging any such failure to comply. Seller has not received notice of any revocation or modification of any such Permit or has any reason to believe that any such Permit will not be renewed in the ordinary course.

Permits and Compliance with Laws. (a) Except as set forth on Section 5.12(a) of the Disclosure Letter, No Seller or Sold Company is, and or has been at any time since January 1, 20092008, in compliance in all material respects with all violation of any Applicable Laws. Seller Law except for any such violation that has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) No Seller or Sold Company has received written notification from any Governmental Entity (i) asserting a violation of any Applicable Law regarding the conduct of the Wafer Business; (ii) threatening to revoke any material Permit; or (iii) restricting or in any way limiting its operations as currently conducted, except for notices of violations, revocations or restrictionsrestrictions which, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect. (bc) Seller possesses Sellers and Solutions possess all material Permits issued by, and have made all declarations and filings with, the appropriate Governmental Entities that are necessary for the ownership, lease, use and operation of the Acquired Assets (collectively, the “Seller Permits”), except any such Permits the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 5.12(b4.12(c) of the Disclosure Letter sets forth, as of the Execution Date, forth a true and correct list of all material Seller Permits as presently in effect and a true and correct list of all material pending applications for Permits, that would be Seller Permits if issued or granted and all material pending applications by Seller Sellers for modification, extension or renewal of the Seller Permits. Except as set forth in Section 4.12(c) of the Disclosure Letter, all Seller has Permits constitute Acquired Assets. Sellers and Solutions have operated the Wafer Business in compliance in all material respects with the terms and conditions of the Seller PermitsPermits except where the failure to comply would not reasonably be likely to have a Material Adverse Effect, and no Seller not or Sold Company has received any written notice alleging any such failure to comply. Seller Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, no Seller or Sold Company has received notice of any revocation or modification of any such Permit or has any reason to believe that any such Permit will not be renewed in the ordinary course. (d) Each Seller and Solutions, to the extent applicable, is in compliance with all relevant Communications Laws, the international radio regulations, rules, published decisions and written policies of the International Telecommunication Union (the “ITU”), except for any such violation that has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There is no claim, action, suit, investigation, litigation or proceeding regarding any Seller or Solutions’ compliance with any provision of the Communications Laws or the international radio regulations, rules, published decisions and written policies of the ITU, pending or to any Seller’s Knowledge, threatened in the FCC, ITU, Industry Canada, any court or before any arbitrator or governmental instrumentality, except for any such claims, actions, suits, investigations, litigation or proceedings that if determined adversely to Sellers or Solutions would not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Permits and Compliance with Laws. (a) Seller possesses and is in compliance with all material Permits, other than Environmental Permits, required to operate the Business and own, lease or otherwise hold the Acquired Assets under all applicable laws, rules, regulations, ordinances and codes. Seller has conducted the Business and is now doing so in material compliance with all applicable laws, zoning, building and similar laws, rules, regulations, ordinances, codes, judgments and orders (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA") and, except as set forth on Schedule 2.19(a), the Americans with Disabilities Act and the rules and regulations thereunder. All such Permits are listed on Schedule 2.19 (a) (i) hereto. All Permits (other than Environmental Permits) of Seller relating to the operation of the Business are in full force and effect, and there are no proceedings pending or, to Seller's knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any such Permits presently possessed by Seller. Except as set forth on Section 5.12(aSchedule 2.19(a)(ii), the Permits (other than Environmental Permits) are transferable and will be transferred to Buyer at Closing by means of the Disclosure LetterAssignment and Assumption Agreement. Except as set forth on Schedule 2.19(a)(ii), Seller is, and has been since January 1, 2009, in compliance in the Permits so transferred will constitute all material respects with all Applicable Laws. Seller has not received written notification from any Governmental Entity (i) asserting a violation of any Applicable Law regarding the conduct of the Wafer Permits (other than Environmental Permits) required under applicable law and regulation for Buyer's possession, ownership and use of the Acquired Assets and operation of the Business; (ii) threatening to revoke any material Permit; or (iii) restricting or in any way limiting its operations as currently conducted, except for notices of violations, revocations or restrictions. (b) Except with respect to environmental matters described in Section 2.18 and as disclosed on Schedule 2.19(b), no notice, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or, to Seller's knowledge, threatened, by any Authority or other Person with respect to any alleged (i) violation by Seller possesses all material Permits issued byrelating to the Business of any law, and ordinance, rule, regulation, code or order of any Authority, or (ii) failure by Seller to have made all declarations and filings with, any Permit required in connection with the appropriate Governmental Entities that are necessary for the ownership, lease, use and operation conduct of the Acquired Assets (collectivelyBusiness or otherwise applicable to the Business. Except as may be otherwise disclosed on Schedule 2.19(b), the “Seller Permits”). Section 5.12(b) of the Disclosure Letter sets forthto Seller's knowledge, as of the Execution Date, a true and correct list of all material Seller Permits in effect and a true and correct list of all material pending applications for Permits, that would be Seller Permits if issued there are no claims or granted and all material pending applications by Seller for modification, extension or renewal of the Seller Permits. Seller has operated the Wafer Business in compliance in all material respects with the terms and conditions of the Seller Permits, and Seller not has received any written notice alleging any such failure to comply. Seller has not received notice of any revocation or modification violations of any such Permit law, regulation, ordinance, order, covenant, condition, restriction or has easement. Except as may be otherwise disclosed on Schedule 2.19(b), there is no proceeding pending or, to Seller's knowledge, threatened which is reasonably likely to materially and adversely affect, as to any reason material portion of the Facility or the other Acquired Assets, the zoning classification in effect or Seller's right to believe that any such Permit will not be renewed own, operate and occupy the Facility and use and possess the other Acquired Assets in the ordinary coursemanner in which it currently owns, operates and occupies the Facility and uses and possesses the other Acquired Assets, and no zoning, building or similar law, regulation, ordinance or order is, or on the Closing Date will be, violated in any material respect. Past compliance matters or alleged violations that may have been identified to Seller at the request of Seller by other Persons, and which have been resolved, are not disclosed on Schedule 2.19(b).

Permits and Compliance with Laws. (a) Except The Target Group Companies hold and have held all governmental, regulatory and other permits, licenses, authorizations and consents with regard to Environmental Law, and all material governmental, regulatory and other permits, licenses, authorizations and consents which are required under public or private law (“Permits”) in order to operate their businesses as set forth on Section 5.12(a) currently conducted and for any other business that has been conducted by the Target Group Companies in the manner carried out during the preceding twelve months, unless otherwise described in the Summary of Identified Environmental Issues. Schedule 8.16 sets out a complete list and overview of the Disclosure LetterPermits. No Permit has been cancelled, Seller isrevoked, otherwise terminated or restricted, and has been since January 1none of them will expire, 2009be revoked, or require a material change in compliance terms or conditions as a result of the Transaction, nor are there any circumstances which may result in any such termination or restriction or the requirement to incur material expenditures in order to maintain the Permits. Each of the Target Group Companies are in all material respects conducting the Business in compliance with all Applicable applicable Laws. Seller has , including, but not received written notification from any Governmental Entity (i) asserting a limited to, Environmental Law, Permits and regulations and are not in material default or violation of any Applicable applicable Law regarding or regulation affecting the conduct ordinary course of the Wafer operation of the Business; (ii) threatening to revoke any material Permit; or (iii) restricting or , unless otherwise described in any way limiting its operations as currently conducted, except for notices the Summary of violations, revocations or restrictionsIdentified Environmental Issues. (b) No Seller possesses all material Permits issued by, and have made all declarations and filings with, the appropriate Governmental Entities that are necessary for the ownership, lease, use and operation nor any of the Acquired Assets Target Group Companies have received any notice or other communication indicating that any Permit may be revoked, modified, ex- pire prematurely or not be renewed or be renewed only on conditions less favourable than current conditions, unless otherwise described in the Summary of Identified Environmental Issues. Furthermore, to the knowledge of Sellers, there are no circumstances or facts that could result in such revocation, modification, premature expiry or non-renewal. (collectively, c) The Sellers and the Target Group Companies have implemented appropriate measures and guidelines which are adequate to ensure that the Target Group Companies comply with the anti-corruption laws of any country with jurisdiction over the Target Group Companies (collectively the “Seller PermitsAnti-Corruption Laws”). Section 5.12(bThere has been no violation by any of the Target Group Companies (or any of their respective representatives, employees, agents or persons working on behalf or at the instruction of the foregoing, in their capacity as such) of the Disclosure Letter sets forth, as any of the Execution DateAnti-Corruption Laws or Laws relating to export controls, a true trade sanctions or embargoes and correct list anti-money laundering in the operation of all material Seller Permits in effect and a true and correct list of all material pending applications for Permitstheir respective businesses. Neither the Sellers nor any director, that would be Seller Permits if issued officer or granted and all material pending applications by Seller for modificationemployee, extension agent or renewal of the Seller Permits. Seller has operated the Wafer Business in compliance in all material respects other Person associated with the terms and conditions of the Seller Permits, and Seller not has received any written notice alleging any such failure to comply. Seller has not received notice or acting on behalf of any revocation Target Group Company, is: a Foreign Official (any officer or modification employee of a non-U.S. Governmental Authority or of a public international organization, or any person acting in an official capacity for or on behalf of any such Permit Governmental Authority or has any reason to believe that for or on behalf of any such Permit will not be renewed public international organization); a Foreign Public Official (any person that holds a legislative, administrative or judicial position, whether appointed or elected, of a country or territory outside the United Kingdom (or any subdivision of such a country or territory) or exercises a public function); or an official of a political party or a candidate for political office. During the previous five (5) years, no Seller or any director, officer or employee of the Target Group Companies, or any agent or other Person associated with or acting on behalf of any Target Group Company in the ordinary courseconduct of the Business, has, directly or indirectly, (A) used or received any funds for contributions, gifts, entertainment or other expenses relating to political activity that was unlawful under the Anti-Corruption Laws; (B) made or received any payments, promises of payment or authorizations of payment of money or gifts to any Foreign Official, Foreign Public Official, or to foreign or domestic political party or campaigns that was unlawful under the Anti-Corruption Laws; (C) made or received any payments, promises of payment or authorizations of payment of money, gifts or anything of value to any Foreign Official or Foreign Public Official for the purpose of influencing the act, or decision of a Foreign Official or Foreign Public Official; (D) made or re- ceived any payments, promises of payment or authorizations of payment of money, gifts or anything of value to any private entity in order to obtain an improper benefit or reward improper performance; (E) established or maintained any fund of monies or other assets of any Target Group Company that was unlawful under the Anti-Corruption Laws; (F) made any fraudulent entry on the books or records of any Target Group Company; or (G) made or received a bribe, rebate, payoff, influence payment, kickback or other payment, promise of payment or authorization of payment of money, property or services, that was unlawful under the Anti-Corruption Laws to receive favorable treatment in obtaining or retaining business for any Target Group Company, to obtain or retain special concessions for any Target Group Company or to pay for favorable treatment for business obtained or retained or to pay for special concessions already obtained for or to secure any other improper advantage for any Target Group Company.

Permits and Compliance with Laws. (a) Except as set forth on Section 5.12(a) of the Disclosure Letter, Seller is, Sellers possess and has been since January 1, 2009, are in compliance in all material respects with all Applicable LawsPermits required to operate the Business and own, lease or otherwise hold the Acquired Assets under all applicable laws, rules, regulations, ordinances and codes. Seller has not received written notification from Sellers have conducted the Business and are now doing so in compliance with all applicable laws, zoning, building and similar laws, rules, regulations, ordinances, codes, judgments and orders (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA") and the Americans with Disabilities Act and the rules and regulations -------- thereunder. All such Permits are listed on Schedule 1.1(b)(viii) hereto. All --------------------- operation of the Business are in full force and effect, and there are no proceedings pending or, to Sellers' knowledge, threatened that seek the revocation, cancellation, suspension or any Governmental Entity (i) asserting a violation adverse modification of any Applicable Law regarding such Permits presently possessed by Sellers. Except as set forth on Schedule 2.8(a), on the conduct Closing Date, the Permits in full force and effect which will be transferred to Buyer will constitute all of the Wafer Permits required under applicable law and regulation for Buyer's possession, ownership and use of the Acquired Assets and operation of the Business; (ii) threatening to revoke any material Permit; or (iii) restricting or in any way limiting its operations as currently conducted, except for notices of violations, revocations or restrictions. (b) Seller possesses all material Permits issued byOther than as disclosed on Schedule 2.8(b), no notice, citation, --------------- summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or, to Sellers' knowledge, threatened, by any Authority or other Person with respect to any alleged (i) violation by Sellers, any Affiliate of Sellers or any other Person relating to the Business of any law, ordinance, rule, regulation, code or order of any Authority; or (ii) failure by Sellers, any Affiliate of Sellers or any other Person to have made all declarations and filings with, any Permit required in connection with the appropriate Governmental Entities that are necessary for the ownership, lease, use and operation conduct of the Acquired Assets (collectivelyBusiness or otherwise applicable to the Business. Except as may be otherwise disclosed on Schedule 2.8(b), the “Seller Permits”). Section 5.12(b) of the Disclosure Letter sets forth, as of the Execution Date, a true and correct list of all material Seller Permits in effect and a true and correct list of all material pending applications for Permits, that would be Seller Permits if issued or granted and all material pending applications by Seller for modification, extension or renewal of the Seller Permits. Seller has operated the Wafer Business in compliance in all material respects with the terms and conditions of the Seller Permits, and Seller not has received any written notice alleging any such failure to comply. Seller has not received notice Sellers have no knowledge of any revocation claims or modification --------------- violations of any such Permit law, regulation, ordinance, order, covenant, condition, restriction or has any reason easement. Except as may be otherwise disclosed on Schedule -------- 2.8(b), there is no proceeding pending or, to believe that any such Permit will not be renewed Sellers' knowledge, threatened ------ which is reasonably likely to adversely affect, the Acquired Assets, the zoning classification in effect or Sellers' right to own, operate and occupy the Real Estate and use and possess the other Acquired Assets in the ordinary coursemanner in which they currently own, operate and occupy the Real Estate and use and possess the other Acquired Assets, and no zoning, building or similar law, regulation, ordinance or order is, or on the Closing Date will be, violated in any material respect.