Common use of Compliance with Permits and Laws Clause in Contracts

Compliance with Permits and Laws. (a) Except as set forth on Schedule 4.13, OPHI is in compliance with all applicable Laws, and possesses and is in compliance with all Permits. Except as set forth on Schedule 4.13, since the date of OPHI most recent audited financial statements, OPHI has not received any written or oral notice from any Person alleging any material noncompliance with any applicable Law or Permit. Each Permit is valid and in full force and effect, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization of OPHI) as a result of the performance of this Agreement by the OPHI, or the consummation of the Contemplated Transactions. Each Permit is listed on Schedule 4.13. There are no inquiries, demands, customer complaints or investigations with respect to any violation of Law being conducted by any Governmental Authority. (b) Except as set forth on Schedule 4.13, OPHI is, and at all times has been, in material compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by OPHI of, or a failure on the part of OPHI to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of OPHI to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) OPHI has not received, at any time since the date of OPHI’s most recent audited financial statements, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of OPHI to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. Except as set forth on Schedule 4.13, OPHI has not received, at any time since the date of OPHI’s most recent audited financial statements, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (x) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (y) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization. (c) Except as set forth on Schedule 4.13, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization. (d) OPHI possesses all material Governmental Authorizations and such material Governmental Authorizations are in full force and effect. OPHI is, and its products are, in compliance in all material respects with all Governmental Authorizations, including, but not limited to, all laws, statutes, rules, regulations, or orders administered, issued or enforced by any other Governmental Authority having authority over OPHI. (e) To the Officers’ Knowledge, during the five years preceding the date of this Agreement no officer, employee, consultant or agent of OPHI has made an untrue statement of a material fact or fraudulent statement to any Governmental Authority.

Compliance with Permits and Laws. (a) Except The Acquired Companies have all Necessary Permits from foreign, federal, state and local authorities affecting the Acquired Companies’ Business and own and operate their respective assets, except for those Permits as set to which the failure to obtain would not have a Material Adverse Effect on the Acquired Companies. Disclosure Schedule 3.19(a) attached hereto sets forth on Schedule 4.13a true, OPHI correct and complete list of the Acquired Companies’ Permits (exclusive of Permits from local authorities), copies of which have previously been made available by the Acquired Companies to the Buyer (exclusive of Permits from local authorities). Each Acquired Company has complied with and is in compliance with the terms and conditions of such Permits and has not received any notices that it is in violation of any of the terms or conditions of such Permits. Each Acquired Company has taken all necessary action to maintain such Permits. No loss or expiration of any such Permit is pending, reasonably foreseeable, or, to the Acquired Companies’ Knowledge, threatened other than expiration in accordance with the terms thereof. (b) The Acquired Companies have in all material respects complied with all applicable Laws, and possesses and is are not in compliance with all Permits. Except as set forth on Schedule 4.13material violation of any Law, since the date of OPHI most recent audited financial statements, OPHI has not received including any written or oral notice from any Person alleging any material noncompliance with any applicable Law or Permit. Each Permit is valid and in full force and effect, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate relating to the right or authorization of OPHI) as a result of the performance of this Agreement by the OPHI, or the consummation of the Contemplated Transactions. Each Permit is listed on Schedule 4.13. There are no inquiries, demands, customer complaints or investigations with respect to any violation of Law being conducted by any Governmental Authority. (b) Except as set forth on Schedule 4.13, OPHI is, and at all times has been, in material compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business Business or the ownership or use of any of its their assets. No notice, claim, charge, complaint, action, suit, proceeding, investigation or hearing has (i) been received by either Acquired Company or, (ii) to either Acquired Companies’ Knowledge, been filed or commenced against either of the Acquired Companies, alleging a violation of or liability or potential responsibility under any such law, rule or regulation which has not heretofore been duly cured and for which there is no remaining liability. (c) The representatives of the Acquired Companies have not, to obtain or retain business, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment with a value in excess of One Hundred Dollars ($100) in the aggregate to any one individual in any year) to: (i) any person who is an official, officer, agent, employee or representative of any Governmental Body or of any existing or prospective customer (whether government owned or nongovernment owned); (ii) no event has occurred any political party or circumstance exists that official thereof; (with iii) any candidate for political or without notice or lapse of time) (A) may constitute or result in a violation by OPHI of, or a failure on the part of OPHI to comply with, any Legal Requirement, political party office; or (Biv) may give rise any other individual or entity; while knowing or having reason to any obligation on the part of OPHI to undertake, or to bear believe that all or any portion of the cost ofsuch money or thing of value would be offered, any remedial action of any nature; and (iii) OPHI has not received, at any time since the date of OPHI’s most recent audited financial statements, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possiblegiven, or potential violation ofpromised, directly or failure to comply withindirectly, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of OPHI to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. Except as set forth on Schedule 4.13, OPHI has not received, at any time since the date of OPHI’s most recent audited financial statements, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (x) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (y) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization. (c) Except as set forth on Schedule 4.13such official, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorizationofficer, or (B) result directly or indirectly in the revocationagent, withdrawalemployee, suspensionrepresentative, cancellationpolitical party, or termination ofpolitical party official, candidate, individual, or any modification toentity affiliated with such customer, any Governmental Authorizationpolitical party, official or political office. (d) OPHI possesses all material Governmental Authorizations and such material Governmental Authorizations are in full force and effect. OPHI is, and its products are, in compliance in all material respects with all Governmental Authorizations, including, but not limited to, all laws, statutes, rules, regulations, or orders administered, issued or enforced by any other Governmental Authority having authority over OPHI. (e) To the Officers’ Knowledge, during the five years preceding the date of this Agreement no officer, employee, consultant or agent of OPHI has made an untrue statement of a material fact or fraudulent statement to any Governmental Authority.