Common use of Legal Compliance Clause in Contracts

Legal Compliance. The Company and its Affiliates have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. (a) The Company and its Affiliates have complied has been conducted in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, orders and decrees, rulings, and charges thereunder) of all federal, state, local, local and foreign governments (and all agencies thereoftheir agencies), including without limitation any and no actionall so-called environmental laws, suitand have not at any time from and after January 1, proceeding2017, hearingreceived notice of any violation or alleged violation of any such law, investigationrule, chargeregulation, complaintinjunction, claimjudgment, demand, rider or notice has been filed or commenced against any of them alleging any failure so to complydecree.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any except where the failure to comply would not have a material adverse effect upon the financial condition of them alleging any failure so to complyCompany taken as a whole.

Legal Compliance. The Company and its predecessors and Affiliates have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) rulings of federal, state, local, and foreign governments (and all agencies thereof)), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, notice or notice investigation has been filed or commenced commenced, or to the Knowledge of the Shareholders and the Company, threatened against any of them the Company alleging any failure so to comply.

Legal Compliance. The To the best of its knowledge, the Company and its Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply, except where the failure to comply would not have a material adverse effect.

Legal Compliance. (i) The Company and its Affiliates have has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rules and charges regulations thereunder) of federal, state, local, and foreign local governments (and all agencies thereof), and to the Knowledge of the Majority Shareholder and the Company, no charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them the Company alleging any failure so to complycomply with any such law or regulation, including those relating to the employment of labor, employee civil rights, and equal employment opportunities and relating to antitrust matters.

Legal Compliance. The Company and its predecessors and Affiliates have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, Laws and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof)Orders, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them the Company alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates Subsidiaries have complied with all material applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply, except where the failure to comply would not have a Material Adverse Effect on the Company or its Subsidiaries.

Legal Compliance. The Company and its Affiliates Subsidiaries have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, local and foreign governments (and all agencies thereofthereof (including but not limited to the New York and Connecticut Departments of Insurance and Health, and HCFA), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, demand or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof)governmental authorities, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them the Company alleging any failure so to comply.

Legal Compliance. The Company Each of the Company, its Subsidiaries, and its their respective predecessors and Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them it alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws Laws and Orders of all Governmental Bodies (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, without limitation all Laws and charges thereunderOrders of the Federal Trade Commission) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, demand or notice has been filed or commenced against any of them Company alleging any failure so to comply, except where the failure to comply with any of the above would not have a Material Adverse Effect.

Legal Compliance. The (i) Each of the Company and its Affiliates have Subsidiaries has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and (ii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and to the Seller's Knowledge, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The To the Knowledge of the Company, each of the Company and its Affiliates have Subsidiaries has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a material adverse effect upon the financial condition of the Company and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to complyits Subsidiaries taken as a whole.

Legal Compliance. The To the Company's and Shareholders' knowledge, the ---------------- Company and its Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any except where the failure to comply would not have a material adverse effect upon the financial condition of them alleging any failure so to complythe Company taken as a whole.

Legal Compliance. The Each of the Company and its Affiliates have Subsidiaries has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply, except where the failure to comply would not have a Material Adverse Effect.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any except where the failure to comply would not have a material adverse effect upon the financial condition of them alleging any failure so to complythe Company taken as a whole.

Legal Compliance. The Company and its Affiliates have Each of the Companies has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no . No action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or o:r notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply, except where the failure to comply would not have a material adverse effect.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof)) that are material to the operation of the Business of the Company, and and, to the Knowledge of the Article IV Parties, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its predecessors and Affiliates have has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) Laws of federal, state, local, local and foreign governments (and all agencies thereof)Governmental Authorities, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, Proceeding or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company Each of the Company, the Sellers and its their respective ---------------- predecessors and Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Except as set forth on Section 4.11 of the Company Letter, the Company and its Affiliates Subsidiary have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced commenced, or to the Company's knowledge, threatened against any of them it alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunderthere under) of federal, state, local, and foreign governments (and all agencies thereof), and, to the Knowledge of the Seller and the Directors and officers the Company, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company has complied and its Affiliates have complied is in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rulings and charges thereunder) of federal, state, local, local and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any except where the failure so to comply, individually or in the aggregate, would not have a Material Adverse Effect on the Company.

Legal Compliance. The Each of the Company and its predecessors and Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, Laws and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof)Orders, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company Company, its Subsidiaries and its their respective predecessors and Affiliates have complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates predecessors have complied with ---------------- all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have complied Subsidiaries are in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign non-U.S. governments (and all agencies thereof) (collectively, the “Legal Requirements”), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any except where the failure so to complycomply would not have a Material Adverse Effect.

Legal Compliance. The Company Each of the Company, its Subsidiaries, and its their respective predecessors and Affiliates have has substantially complied with all applicable laws (including Material rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all material applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no . No action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, notice or notice inquiry has been filed or commenced against the Company by any of them governmental body alleging any failure to so to comply.

Legal Compliance. The Company and its predecessors and Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof)) except to the extent that noncompliance will not and could not reasonably be expected to have a Material Adverse Effect, and no action, suit, proceeding, hearing, investigationProceeding, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Each of the Company and its predecessors and Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) rulings of federal, state, local, and foreign governments (and all agencies thereof)), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, notice or notice investigation has been filed or commenced commenced, or to the knowledge of the Company, threatened against any of them the Company alleging any failure so to comply.

Legal Compliance. The Company Companies, and its Affiliates their predecessors and Affiliates, have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them the Companies alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates predecessors have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no investigation, charge, complaint, claim, has been filed or commenced against any of them alleging any failure so to comply. Further, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Each of the Company and its Affiliates have Subsidiaries has ---------------- complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The (i) So far as the Vendor is aware, the Company and its Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof)governmental authorities, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them the Company alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, state and foreign local governments (and all agencies thereof), ) applicable to the Company and no action, suit, proceeding, hearing, investigationinvestigation (to the Founders' Knowledge), charge, complaint, claim, demand, or notice has been filed or commenced against any of them the Company alleging any failure so to comply.

Legal Compliance. The Each of the Company and its Affiliates have the Subsidiary has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, claim or notice demand has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. (i) The Company and its Affiliates have has complied with all applicable laws (including rulesrules and regulation, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof). No charge, and no complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them the Company alleging any failure so to complycomply with any such law or regulation.

Legal Compliance. The Company and its predecessors and Affiliates have complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) Laws of federal, state, local, and foreign governments (and all agencies thereof)local Governmental Authorities, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, Proceeding or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its predecessors and Affiliates have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to complycomply which would have a Company Material Adverse Effect.

Legal Compliance. The Each of the Company and its Affiliates have Subsidiaries has complied and is in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rulings and charges thereunder) of any federal, state, locallocal or foreign government, and foreign governments or any Governmental Entity (and all agencies thereofother than Environmental Laws, which are addressed in Section 3.17 above), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company Each of the Company, its Subsidiaries, and its their respective predecessors and Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof)) if any, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company Each of the Companies and its their respective predecessors and Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Each of the Company and its Affiliates have Subsidiaries has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, state and foreign local governments (and all agencies thereof), and no none of the Company or its Subsidiaries has received written notice that any material action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and to Seller's knowledge, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure to so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunderthere under) of federal, state, local, and foreign governments (and all agencies thereof), and, to the Knowledge of the Seller and the Directors and officers the Company, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Company or any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have complied has complied, in all material respects, with all Governmental Authorizations, and all other applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them it alleging any failure so to comply.

Legal Compliance. The Each Company and its Affiliates have has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rulings and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof)Governmental Authorities, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, demand or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have complied complied, in all material respects, with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. (i) The Company is in compliance with, and its Affiliates have has complied with with, all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Company (or against any asset of them the Company in any other manner) alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunderthereunder and including the Foreign Corrupt Practices Act, 15 U.S.C. 78dd-1 et seq.) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and Company, its Affiliates and their respective predecessors have complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Each of the Company and its Affiliates have Subsidiary has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rulings and charges thereunder) of federal, state, local, local and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, demand or notice has been filed or commenced or, to the Knowledge of the Seller, threatened against any of them the Company alleging any failure so to comply.

Legal Compliance. The Company To the Knowledge of the Company, the Company, and its Affiliates have predecessors and Affiliates, has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have complied has complied, in all material respects, with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rules and charges regulations thereunder) of federal, state, local, and foreign governments (and all agencies thereof). No charge, and no complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed filed, commenced or, to the Knowledge of the Company or commenced the Principal Shareholders, threatened against any of them alleging the Company which is currently pending and alleges any failure so to complycomply with any such law or regulation.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws ---------------- (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, state and foreign local governments (and all agencies thereof), and no actionexcept where the failure to comply would not have a material adverse effect upon the financial condition of the Company taken as a whole. The Company has not received any notification of any asserted present or past failure by the Company to comply with such laws, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, rules or notice has been filed or commenced against any of them alleging any failure so to complyregulations.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws Jaws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearingbearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have ---------------- complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or to the Knowledge of the Directors and officers of the Buyer commenced against any of them alleging any failure so to complycomply with respect to the transactions contemplated by this Agreement.

Legal Compliance. The Each of the Company and its predecessors and ----------------- Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company has complied and its Affiliates have complied is in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, state and foreign local governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been served by a court officer (or to the Seller's knowledge, filed or commenced commenced) against any of them the Company alleging any failure so to comply.

Legal Compliance. The Each of the Company and its predecessors and ---------------- Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have complied is in compliance in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Each of the Company and its respective ---------------- predecessors and Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply, except where the failure to so comply would not have a Material Adverse Effect.

Legal Compliance. The (i) Each of the Company and its predecessors and Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulingsOrders, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof)Authorities, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, Action or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all material applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply, except where the failure to comply would not have a Material Adverse Effect.

Legal Compliance. The Company and its predecessors and Affiliates have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof). Except as set forth on Schedule 3.10, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced commenced, or to the Company’s knowledge, threatened against any of them alleging any failure so to comply.

Legal Compliance. The Company and its predecessors and Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof)Governmental Authorities, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them it alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws ----------------- (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates predecessors have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, stateprovincial, local, and foreign governments (and all agencies thereof), and no investigation, charge, complaint, claim, has been filed or commenced against any of them alleging any failure so to comply. Further, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all ---------------- applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them the Company alleging any failure to so to comply.

Legal Compliance. The Company and its Affiliates have has complied in all material respects with all applicable laws (including ruleslaws, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rules and charges thereunder) regulations of federal, state, local, local and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demanddemand or notice is pending, or notice during the past three years has been filed or commenced commenced, against any of them the Company alleging any failure to so to comply.

Legal Compliance. The Company and its Affiliates have complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and, to the Knowledge of the Sellers and the Directors and officers of the Company, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company Each of the Company, its Subsidiaries, and its Affiliates have their respective predecessors and Affiliates, has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company Company, and its Affiliates have predecessors and Affiliates, has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of all federal, state, local, and foreign governments (and all agencies thereof), ) and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or or, to the Knowledge of the Sellers, commenced against any of them it alleging any failure so to comply.

Legal Compliance. 4.22.1 The Company and its Affiliates have has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rules and charges regulations thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no charge, compliant, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them the Company alleging any failure so to complycomply with any such law or regulation.

Legal Compliance. The Company Each of Holdings, the Company, its Subsidiaries, and its their respective predecessors and Affiliates have has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof)Applicable Laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates Companies have complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunderthere under) of federal, state, local, and foreign governments (and all agencies thereof), and, to the knowledge of Sellers and the members of Sellers, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or to the knowledge of the directors and officers of the Company commenced against any of them alleging any failure so to complycomply with respect to this Transaction.

Legal Compliance. The Company Company, and its Affiliates predecessors and Affiliates, have complied with all material applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign local governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Company and its Affiliates have has complied with all applicable laws (laws, including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) , of federal, state, local, and foreign governments (governments, and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any except where the failure so to complycomply would not have a material adverse effect upon its financial condition taken as a whole.

Legal Compliance. The Except as set forth on Schedule 4.10, the Company and its Affiliates have complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and, to the Knowledge of the Company and the directors and officers of the Company, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. The Each of the Company and its Affiliates have Subsidiaries has complied in all respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply, except where the failure to comply would not have a Material Adverse Effect on the Company.

Legal Compliance. The Company and its Affiliates have complied has complied, in all material respects, with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rules and charges regulations thereunder) of federal, state, local, and foreign governments (and all agencies thereof). No charge, and no complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or filed, commenced or, to the knowledge of the Shareholders, threatened against any of them alleging the Company which is currently pending and alleges any failure so to complycomply with any such law or regulation.