Common use of Permits; Compliance Clause in Contracts

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits would not reasonably be expected to (a) have a Material Adverse Effect or (b) prevent or materially delay the performance of this Agreement by the Company, and no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Company Subsidiary is bound by, except for any such conflicts, defaults or violations that would not reasonably be expected to (A) have a Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the Company.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to (a) not, individually or in the aggregate, have a Material Adverse Effect or (b) prevent or materially delay the performance of this Agreement by the Company, and no Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default default, breach or violation of, (ia) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iib) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound bybound, except for any such conflicts, defaults defaults, breaches or violations that would not reasonably be expected to (A) not, individually or in the aggregate, have a Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

Permits; Compliance. (a) Except as set forth disclosed in Section 3.06 4.08(a) of the Disclosure Schedule, each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, certifications, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to (a) have a Company Material Adverse Effect or Effect. (b) prevent or materially delay the performance of this Agreement by the Company, and no suspension or cancellation of any Except as disclosed in Section 4.08(b) of the Permits is pending orDisclosure Schedule, to the knowledge of the Company, threatened. Neither neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law (including, without limitation, any Law related to export of products or technology) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or affected, (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permitpermit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound byor affected or (iii) any Company Permits, except in the case of each of clauses (i), (ii) and (iii), for any such conflicts, defaults or violations that would not reasonably be expected to (A) have a Company Material Adverse Effect Effect. (c) Except as disclosed in Section 4.08(c) of the Disclosure Schedule, since January 1, 1998, there have been no written notices, citations or (Bdecisions by any Governmental Authority that the Company or any Company Subsidiary fails to meet any applicable standards promulgated by any such Governmental Authority, and the Company does not know of any such failure. Except as disclosed in Section 4.08(c) prevent or materially delay of the performance of this Agreement Disclosure Schedule, the Company and the Company Subsidiaries have complied in all material respects with the Laws, regulations, policies, procedures and specifications applicable to the Company and the Company Subsidiaries with respect to the services provided and the business operated by the CompanyCompany and any Company Subsidiary.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted or presently contemplated to be conducted (the "“Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Permits would not reasonably be expected to (a) have a Material Adverse Effect or (b) prevent or materially delay the performance of this Agreement by the Company, and no Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, except where the suspension or cancellation of any of the Permits would not have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default default, breach or violation of, (ia) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iib) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound bybound, except for for, with respect to clauses (a) and (b) of this sentence, any such conflicts, defaults defaults, breaches or violations that would not reasonably be expected to (A) have a Material Adverse Effect Effect. Neither the Company nor any Subsidiary holds or (B) prevent is required to hold any security clearance issued by a Governmental Authority or materially delay the performance is required to be a party to any special security arrangement with a Governmental Authority to conduct any material portion of this Agreement by the Companyits business.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for the Company or any Company Subsidiary it to own, lease and operate its properties or to carry on its business as it is now being conducted (the "“Permits"”), except where the failure to have, or the suspension or cancellation of, any . Each of the Permits would not reasonably be expected to (a) have a Material Adverse Effect or (b) prevent or materially delay the performance of this Agreement by the Company, is valid and binding and in full force and effect in accordance with its terms and no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any Company Subsidiary is and, since January 1, 2010 has been, in conflict with, or in default default, breach or violation of, (ia) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected subject, or (iib) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise Contract or other instrument or obligation Permit to which the Company or any Company Subsidiary is a party to or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound bybound, except except, in either case, for any such conflicts, defaults defaults, breaches or violations that would not reasonably be expected to (A) have constitute a Material Adverse Effect Effect. Except as set forth in Section 3.06 of the Disclosure Letter, since January 1, 2010, no Governmental Authority has issued any notice or (B) prevent notification stating that the Company or materially delay the performance of this Agreement by the Companyany Company Subsidiary is not in compliance with any Law, except where such noncompliance would not constitute a Material Adverse Effect.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries is in possession of all registrations, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits Permits, individually or in the aggregate, would not reasonably be expected to (a) prevent or materially delay consummation of the Offer or the Merger and would not have a Material Adverse Effect or (b) prevent or materially delay Effect. As of the performance of this Agreement by the Companydate hereof, and no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not prevent or materially delay consummation of the Offer or the Merger and would not have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default default, breach or violation of, (ia) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iib) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound bybound, except for any such conflicts, defaults defaults, breaches or violations violations, individually or in the aggregate, that would not reasonably be expected to (A) prevent or materially delay consummation of the Offer or the Merger and would not have a Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, clearances and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business their respective businesses substantially in the manner described in the Company SEC Filings (as defined herein) filed prior to the date hereof and as it is now being conducted (the "Company Permits"), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to neither, individually or in the aggregate, (a) have a Company Material Adverse Effect or nor (b) prevent or materially delay the performance of this Agreement by the Company, and and, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would neither, individually or in the aggregate, (x) have a Company Material Adverse Effect nor (y) prevent or materially delay the performance of this Agreement by the Company. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property property, asset or asset operation of the Company or any Company Subsidiary is bound or affected or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Company Subsidiary is bound byPermits, except for any such conflicts, defaults or violations that would not reasonably be expected to neither, individually or in the aggregate, (A) have a Company Material Adverse Effect or nor (B) prevent or materially delay the performance of this Agreement by the Company.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Permits from appropriate Governmental Entity Bodies (including the FCC) necessary for the Company or any Company Subsidiary of its Subsidiaries to own, lease and operate its properties or to carry on its business their respective businesses as it is they are now being conducted (the "Company Permits"), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, any of the Company Permits does not and would not reasonably be expected to not, individually or in the aggregate, (a) have a Material Adverse Effect on the Company or on the TCI Group or (b) prevent or materially delay the performance consummation of this Agreement by the Company, and no Merger. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits does not and would not, individually or in the aggregate, (x) have a Material Adverse Effect on the Company or on the TCI Group or (y) prevent or materially delay the consummation of the Merger. Neither the Company nor any Company Subsidiary of its Subsidiaries is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property property, asset or asset operation of the Company or any Company Subsidiary of its Subsidiaries is bound or affected or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Company Subsidiary is bound byPermits, except for any such conflicts, defaults or violations that do not and would not reasonably be expected to not, individually or in the aggregate, (A) have a Material Adverse Effect on the Company or on the TCI Group or (B) prevent or materially delay the performance consummation of this Agreement by the CompanyMerger.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, clearances and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business their respective businesses substantially in the manner described in the Company SEC Filings (as defined herein) and as it is now being conducted (the "Company Permits"), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to neither, individually or in the aggregate, (a) have a Company Material Adverse Effect or nor (b) prevent or materially delay the performance of this Agreement by the Company, and and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would neither, individually or in the aggregate, (x) have a Company Material Adverse Effect nor (y) prevent or materially delay the performance of this Agreement by the Company. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property property, asset or asset operation of the Company or any Company Subsidiary is bound or affected or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Company Subsidiary is bound byPermits, except for any such conflicts, defaults or violations that would not reasonably be expected to neither, individually or in the aggregate, (A) have a Company Material Adverse Effect or nor (B) prevent or materially delay the performance of this Agreement by the Company.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each a. Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (the "“Company Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to (a) not, individually or in the aggregate, have a Company Material Adverse Effect or (b) prevent or materially delay the performance of this Agreement by the Company, and no Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. , except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. b. Neither the Company nor any Company Subsidiary is in conflict with, or in default default, breach or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound bybound, except for any such conflicts, defaults defaults, breaches or violations that would not reasonably be expected to (A) not, individually or in the aggregate, have a Company Material Adverse Effect or (BEffect. Except as set forth in Section 3.07(b) prevent or materially delay of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company, including the consummation of the Merger and the other Transactions, will not (A) require the Company or any Subsidiary to give notice to, or obtain any consent from, any person under, (B) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or (C) give to others any right of termination, amendment or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any contract, agreement or other obligation, except for such notices, authorizations, consents or approvals which would not, individually or in the aggregate, have a Company Material Adverse Effect.

Permits; Compliance. Except as set forth in Section 3.06 4.05 of the Company Disclosure Schedule, each of the Company, the Company Partnerships and the other Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of the Company, the Company Partnerships or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "“Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Permits would not reasonably be expected to (a) have a Material Adverse Effect or (b) prevent or materially delay Effect. As of the performance of this Agreement by the Companydate hereof, and no suspension or cancellation of any of the Permits is pending or, to the knowledge Knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits would not have a Material Adverse Effect. Neither the Company, the Company Partnerships nor any Company Subsidiary is in conflict with, or in default default, breach or violation of, (i) any Law applicable to the Company, the Company Partnerships or any other Company Subsidiary or by which any property of their properties or asset of the Company or any Company Subsidiary assets is bound or affected affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company, the Company Partnerships or any other Company Subsidiary is a party to or by which the Company, the Company Partnerships or any other Company Subsidiary or any of their properties or assets is bound bybound, except for any such conflicts, defaults defaults, breaches or violations that would not reasonably be expected to (A) have a Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each of the (a) The Company and the each Company Subsidiaries is in possession of Subsidiary has all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where for those the failure of which to havehave would not, individually or in the suspension or cancellation ofaggregate, any of the Permits would not reasonably be expected to (a) have result in a Material Adverse Effect Effect. Except as disclosed in Section 3.06(a) of the Company Disclosure Schedule or (b) prevent or materially delay in the performance of this Agreement by the CompanyFiled Company SEC Documents, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge best of the Company's knowledge, threatened. Neither threatened and neither the Company nor any Company Subsidiary is has received any written notices of violations with respect to any Company Permit that remains uncured. (b) Except as disclosed in conflict with, Section 3.06(b) of the Company Disclosure Schedule or in default the Filed Company SEC Documents or violation ofexcept as would not, individually or in the aggregate, have a Material Adverse Effect, (i) any the Company and each Company Subsidiary is in compliance with each Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or affected, and (ii) neither the Company nor any Company Subsidiary is in breach of, or in default or violation under (A) any contract, lease, license, indenture, note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise agreement or other instrument or obligation ("Contract") to which the Company or any Company Subsidiary is a party to or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound byor affected, except for any such conflicts, defaults or violations that would not reasonably be expected to (A) have a Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the Companyany Company Permits.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each of the (a) The Company and the Company Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and otherwise hold and operate its properties or and other assets and to carry on its business as it is now being conducted (the "“Company Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Company to possess such Company Permits would not reasonably be expected to (a) have have, individually or in the aggregate, a Company Material Adverse Effect or (b) prevent or materially delay Effect. All such material Company Permits are in full force and effect and will remain so after the performance of this Agreement by the Company, Closing and no suspension or cancellation of any of the Permits Company Permit is pending or, to the knowledge of the Company, threatened. Neither the The Company nor has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of or failure to comply with any term or requirement of any such material Company Subsidiary Permit, or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any such material Company Permit, except for notices or other communications relating to matters that have been cured, waived or otherwise resolved in all material respects. (b) The Company is not in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or affected, (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, Permitpermit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any property or asset of the Company Subsidiary is bound byor affected, or (iii) any Company Permit, except in each case for any such conflicts, defaults or violations that would not reasonably be expected to (A) have have, individually or in the aggregate, a Company Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each of the (a) The Company and the Company Subsidiaries is in possession of all ------------------- franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), --------------- except for such nonpossession, suspension or cancellation that has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, or would not reasonably be expected to (a) have have, individually or in the aggregate, a Company Material Adverse Effect or Effect. (b) prevent or materially delay the performance of this Agreement by the Company, and no suspension or cancellation of any of the Permits The Company is pending or, to the knowledge of the Company, threatened. Neither the Company nor any Company Subsidiary is not in conflict with, or in breach, default or violation of (and no event has occurred that with notice or the lapse of time or both would constitute a breach, default or violation of) any term, condition or provision of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (including, without limitation, all export control laws), (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permitpermit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any property or asset of the Company Subsidiary is bound byor affected, except (iii) the articles of incorporation or by- laws of the Company, or (iv) any Company Permits, except, in the cases of clauses (i), (ii) and (iv) above, for any such conflicts, defaults default or violations violation that would not reasonably be expected to (A) have have, individually or in the aggregate, a Company Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each of the The Company and the Company Subsidiaries is in possession of all ------------------- franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted, or as presently contemplated to be conducted (the "Permits"), except where the failure to have, ------- or the suspension or cancellation of, any of the Permits would not reasonably be expected to (a) have a Material Adverse Effect or (b) prevent or materially delay the performance of this Agreement by the Company, and no Effect. No suspension or cancellation of any of the Permits Permits, which if adversely determined, would have a Material Adverse Effect, is pending or, to the knowledge Knowledge of the Company, threatened. Neither the The Company nor any Company Subsidiary is not in conflict with, or in default default, breach or violation of, (ia) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iib) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any property or asset of the Company Subsidiary is bound bybound, except for any such conflicts, defaults defaults, breaches or violations that would not reasonably be expected to (A) prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and (B) have a Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

Permits; Compliance. (a) Except as set forth in Section 3.06 4.13 (Real Property), Section 4.14 (Intellectual Property) and Section 4.16 (Environmental Matters), Section 4.06 of the Disclosure Schedule, each of the Company Schedule contains a complete and the Company Subsidiaries is in possession accurate list of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Permits"), except where the failure to have, or the suspension or cancellation of, any . Each of the Permits would not reasonably be expected to (a) have a Material Adverse Effect or (b) prevent or materially delay Company and the performance Subsidiaries is in possession of this Agreement by the Company, and no all Permits. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any Company Subsidiary is is, in any material respect, in conflict with, or in default default, breach or violation of, (ia) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, including, without limitation, with respect to design, labeling, testing and inspection of the Company's or any Subsidiaries' products, and any Law of the United States Food and Drug Administration, or (iib) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound by, bound. (b) Except as set forth in Section 4.06 of the Disclosure Schedule and except for any such conflicts, defaults or violations that matters which would not reasonably be expected to (A) have a Material Adverse Effect Effect, (i) the Company has not received, at any time since January 1, 1999, any formal notice or other formal communication from any Governmental Authority or any other person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Permit, or (B) prevent any actual, proposed, possible, or materially delay potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Permit, and (ii) all applications required to have been filed for the performance renewal of this Agreement by any Permit have been duly filed on a timely basis with the Companyappropriate Governmental Authority, and all other filings required to have been made with respect to any such Permit have been duly made on a timely basis with the appropriate Governmental Authority.

Permits; Compliance. (a) Except as set forth disclosed in Section 3.06 3.06(a) of the Company Disclosure Schedule, each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected likely, individually or in the aggregate, to (a) have a Material Adverse Effect or (b) prevent or materially delay the performance of this Agreement by the CompanyEffect, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Neither , except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect. (b) Except as disclosed in Section 3.06(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or affected, (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permitpermit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound byor affected or (iii) any Company Permits, except in each case for any such conflicts, defaults or violations that would not reasonably be expected likely, individually or in the aggregate, to (A) have a Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "“Company Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to (a) not, individually or in the aggregate, have a Material Adverse Effect or (b) prevent or materially delay the performance of this Agreement by the Company, and no Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default default, breach or violation of, (ia) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iib) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound bybound, except for any such conflicts, defaults defaults, breaches or violations that would not reasonably be expected to (A) not, individually or in the aggregate, have a Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each (a) Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have, or the suspension or cancellation of, have any of the Company Permits would has not had, and could not reasonably be expected to (a) have a Company Material Adverse Effect or (b) prevent or materially delay Effect, and, as of the performance date of this Agreement by the CompanyAgreement, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. , except where the suspension or cancellation of, any of the Company Permits has not had, and could not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or affected, (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permitpermit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound byor affected or (iii) any Company Permits, except except, in the case of each of (i), (ii) and (iii), for any such conflicts, defaults or violations that would have not had, and could not reasonably be expected to (A) have have, a Company Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority ("PERMITS") necessary for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Permits")conducted, except where the failure to have, or the suspension or cancellation of, any of the Permits would not reasonably be expected to (a) have a Material Adverse Effect or (b) prevent or materially delay the performance of this Agreement by on the Company. As of the date hereof, and no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits would not have a Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary is in conflict with, or in default default, breach or violation of, (ia) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iib) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound bybound, except except, with respect to clauses (a) and (b) above, for any such conflicts, defaults defaults, breaches or violations that would not reasonably be expected to (A) prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or would not have a Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by on the Company.

Permits; Compliance. Except as set forth in Section 3.06 5.05 of the NRT Disclosure Schedule, each of the Company NRT and the Company Subsidiaries of NRT is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of NRT or the Company or any Company Subsidiary NRT Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "“NRT Permits"”), except where the failure to have, or the suspension or cancellation of, any of the NRT Permits would not reasonably be expected to (a) have a Material Adverse Effect or (b) prevent or materially delay Effect. As of the performance of this Agreement by the Companydate hereof, and no suspension or cancellation of any of the NRT Permits is pending or, to the knowledge Knowledge of NRT, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company, threatenedNRT Permits would not have a Material Adverse Effect. Neither the Company NRT nor any Company NRT Subsidiary is in conflict with, or in default default, breach or violation of, (i) any Law applicable to the Company NRT or any Company NRT Subsidiary or by which any property of their properties or asset of the Company or any Company Subsidiary assets is bound or affected affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company NRT or any Company NRT Subsidiary is a party to or by which the Company NRT or any Company NRT Subsidiary or any of their properties or assets is bound bybound, except for any such conflicts, defaults defaults, breaches or violations that would not reasonably be expected to (A) have a Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each of the (a) The Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to (a) have have, individually or in the aggregate, a Company Material Adverse Effect or (b) prevent or materially delay Effect, and, as of the performance date of this Agreement by the CompanyAgreement, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the CompanyCompany and the Stockholders after reasonable investigation, threatened. Neither , except where the failure to have, or the suspension or cancellation of, any of the Company nor any Permits has not had, and would not have, individually or in the aggregate, a Company Subsidiary Material Adverse Effect. (b) The Company is not in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or affected, (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permitpermit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any property or asset of the Company Subsidiary is bound byor affected or (iii) any Company Permits, except except, in the case of each of (i), (ii) and (iii), for any such conflicts, defaults or violations that have not had, and would not reasonably be expected to (A) have have, individually or in the aggregate, a Company Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries is in possession of all registrations, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits Permits, individually or in the aggregate, would not reasonably be expected to (a) have a Material Adverse Effect or (b) prevent or materially delay consummation of the performance Transactions and would not have a Company Material Adverse Effect. As of this Agreement by the Companydate hereof, and no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not prevent or materially delay consummation of the Transactions and would not have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default default, breach or violation of, (ia) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iib) any note, bond, mortgage, indenture, contractContract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound bybound, except for any such conflicts, defaults defaults, breaches or violations violations, individually or in the aggregate, that would not reasonably be expected to (A) have a Material Adverse Effect or (B) prevent or materially delay consummation of the performance of this Agreement by the CompanyTransactions and would not have a Company Material Adverse Effect.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the --------------- failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to (a) not, individually or in the aggregate, have a Material Adverse Effect or (b) prevent or materially delay the performance of this Agreement by the Company, and no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatenedEffect. Neither the Company nor any Company Subsidiary is in conflict with, or in default default, breach or violation of, (ia) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iib) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound bybound, except for any such conflicts, defaults defaults, breaches or violations that would not reasonably be expected to (A) not, individually or in the aggregate, have a Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries each Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of the Company or any Company Subsidiary to own, lease and operate its properties or and assets and to carry on its business as it is now being conducted (the "“Permits"”), except where the failure to have, or the suspension or cancellation of, have any of the Permits would have not had and could not reasonably be expected to (a) have have, individually or in the aggregate, a Material Adverse Effect Effect. Each of the Company and each Subsidiary is in compliance with such Permits, except where the failure to be in compliance have not had and could not reasonably be expected to have, individually or (b) prevent or materially delay in the performance of this Agreement by the Companyaggregate, and no a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge Knowledge of the Company, threatened, except where the suspension or cancellation of any of the Permits have not had and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither Except as set forth in Section 3.06 of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is in conflict with, or in default default, breach or violation of, (ia) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected bound, or (iib) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound bybound, except except, with respect to clauses (a) and (b), for any such conflicts, defaults defaults, breaches or violations that would have not had and could not reasonably be expected to (A) have have, individually or in the aggregate, a Material Adverse Effect Effect. This Section 3.06 does not relate to matters with respect to Taxes, which are the subject of Section 3.11, or (B) prevent or materially delay to environmental matters, which are the performance subject of this Agreement by the CompanySection 3.12.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each of the (a) The Company and the Company Subsidiaries each Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any Company and each Subsidiary to own, lease and otherwise hold and operate its properties or and other assets and to carry on its business as it is now being conducted (the "“Company Permits")”) , except where the failure to have, or the suspension or cancellation of, any of the Company to possess such Company Permits would not reasonably be expected to (a) have have, individually or in the aggregate, a Company Material Adverse Effect or (b) prevent or materially delay Effect. All Company Permits are in full force and effect and will remain so immediately after the performance of this Agreement by the Company, Closing and no suspension or cancellation of any of the Permits Company Permit is pending or, to the knowledge of the Company, threatened. Neither the Company nor any Subsidiary has received any written notice or other written communication from any Governmental Entity regarding (i) any actual or possible violation of or failure to comply with any term or requirement of any Company Subsidiary Permit, or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Permit. (b) The Company is not in conflict with, or in default or violation of, in each case, in any material respect, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or affected, (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permitpermit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any property or asset of the Company Subsidiary is bound byor affected, except for any such conflicts, defaults or violations that would not reasonably be expected to (A) have a Material Adverse Effect or (Biii) prevent or materially delay the performance of this Agreement by the Companyany Company Permit.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "COMPANY Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to (a) not, individually or in the aggregate, have a Company Material Adverse Effect or (b) prevent or materially delay Effect. As of the performance date of this Agreement by the CompanyAgreement, and no suspension or cancellation of any of the Company Permits is pending oror threatened, except where the failure to have, or the knowledge suspension or cancellation of, any of the CompanyCompany Permits would not, threatenedindividually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default default, breach or violation of, (ia) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iib) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound bybound, except for any such conflicts, defaults defaults, breaches or violations that would not reasonably be expected to (A) not, individually or in the aggregate, have a Company Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries is are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of the Company or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "“Permits"”), except where the failure to . Except as would not have, individually or in the suspension or cancellation ofaggregate, any of the Permits would not reasonably be expected to (a) have a Material Adverse Effect or Effect, (bi) prevent or materially delay the performance of this Agreement by the Company, and no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatenedthreatened in writing, and (ii) there have occurred no defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of any such Permits (with or without notice, the lapse of time or both). Neither the Company nor any Company Subsidiary is is, and neither the Company nor any Company Subsidiary has been since June 30, 2007, in conflict with, or in default default, breach or violation of, (i) any material Law or Order applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation Permit to which the Company or any Company Subsidiary is a party to or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound bybound, except for any such conflicts, defaults defaults, breaches or violations that would not reasonably be expected to (A) have have, individually or in the aggregate, a Material Adverse Effect or (B) prevent or materially delay Effect. To the performance knowledge of this Agreement by the Company, since June 30, 2007, neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority alleging that it is not in compliance in all material respects with any Law or Order.

Permits; Compliance. Except for environmental matters discussed in Section 3.12 and except as set forth in Section 3.06 of the Disclosure Schedule, each of the Company and the each Company Subsidiaries Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits would not reasonably be expected to (a) have a Material Adverse Effect or (b) prevent or materially delay the performance of this Agreement by the Company, and no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Company Subsidiary is bound by, except for any such conflicts, defaults or violations that would not reasonably be expected to (A) have a Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the Company.

Permits; Compliance. Except as set forth in Section 3.06 of the Disclosure Schedule, each Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Authority necessary for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "“Company Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to (a) not, individually or in the aggregate, have a Company Material Adverse Effect or (b) prevent or materially delay Effect. As of the performance date of this Agreement by the CompanyAgreement, and no suspension or cancellation of any of the Company Permits is pending oror threatened, except where the failure to have, or the knowledge suspension or cancellation of, any of the CompanyCompany Permits would not, threatenedindividually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default default, breach or violation of, (ia) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iib) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound bybound, except for any such conflicts, defaults defaults, breaches or violations that would not reasonably be expected to (A) not, individually or in the aggregate, have a Company Material Adverse Effect or (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.