Common use of Compliance; Governmental Authorizations Clause in Contracts

Compliance; Governmental Authorizations. (i) Except as set forth on Schedule 2.1(l) of the Disclosure Schedule, the Company and the Subsidiary, to the Company's Knowledge, have complied and are in compliance with all Federal, state, local and foreign laws, ordinances, regulations, interpretations and orders (including those relating to disposal of materials, environmental protection and occupational safety and health) applicable to the Company or the Subsidiary or any of their respective businesses. There are no present or past conditions relating to the Company or the Subsidiary, or relating to any of the Company's or the Subsidiary's property or any appurtenances thereto or improvements thereon, that would reasonably be expected to lead to any material liability against, or have a Material Adverse Effect for violation of any health or safety laws. The Company has not received any written communication during the past five years from any governmental entity that alleges that the Company is not in compliance in any respect with any applicable Federal, state, local and foreign laws, ordinances, regulations, interpretations and orders. To the Company's Knowledge, the Company and the Subsidiary have all Federal, state, local and foreign governmental licenses and permits necessary to conduct their respective businesses as presently being conducted. Such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof, no proceeding is pending or, to the Company's Knowledge, threatened, to revoke or limit any thereof, and the Company does not know of any basis for any such proceeding and the consummation of the transactions contemplated in this Agreement will not result in the non-renewal, revocation or termination of any such license or permit. Except as set forth on Disclosure Schedule 2.1(l), the Company has filed, in a timely manner, all reports required by the rules and regulations of the Securities and Exchange Commission (the "SEC").

Compliance; Governmental Authorizations. (a) The Corporation (i) Except as set forth on Schedule 2.1(l) of the Disclosure Schedulehas complied with, the Company and the Subsidiary, to the Company's Knowledge, have complied and are is in compliance with with, in all Federal, state, local and foreign laws, ordinances, regulations, interpretations and orders respects all Laws (including those relating to disposal of materials, environmental protection all Environmental and occupational safety and healthSafety Requirements) applicable to it and its business (including, but not limited to, any and all Laws relating in any manner to the Company environment or the Subsidiary generation, treatment, storage, recycling, transportation, release or disposal of any of their respective businesses. There are no present or past conditions relating materials into the environment), except where such noncompliance has not had, and is reasonably likely not to the Company or the Subsidiaryhave, or relating to any of the Company's or the Subsidiary's property or any appurtenances thereto or improvements thereon, that would reasonably be expected to lead to any material liability against, or have a Material Adverse Effect for violation of any health or safety laws. The Company on the Corporation and its Subsidiaries (if any) taken as a whole, and (ii) has not received any written communication during the past five years from any governmental entity that alleges that the Company is not in compliance in any respect with any applicable Federal, state, local and foreign laws, ordinances, regulations, interpretations and orders. To the Company's Knowledge, the Company and the Subsidiary have all Federalfederal, state, local and foreign governmental licenses and permits (collectively, "PERMITS") used or necessary to in the conduct their respective businesses as presently being conductedof its business. Such licenses and permits Permits are in full force and effect, no violations with respect to any thereof have occurred or are or have been recorded in respect of any thereofrecorded, no proceeding Proceeding is pending or, to the Company's KnowledgeBest Knowledge of the Corporation, threatened, threatened to revoke or limit any thereof. SCHEDULE 3.15 hereto contains a true and complete list of (i) all such Permits and (ii) all Orders under which the Corporation is operating or bound. The Corporation has performed in all material respects all of the obligations required to be performed by it to date under all applicable Laws, Permits and Orders, and there exists no condition, or any event which upon the Company does not know giving of notice or the passage of time, or both, would constitute a violation of any basis for any of such proceeding Laws, Permits or Orders, except where such violation is not reasonably likely to have a Material Adverse Effect on the Corporation and the consummation of the transactions contemplated in this Agreement will not result in the non-renewal, revocation or termination of any such license or permit. Except its Subsidiaries (if any) taken as set forth on Disclosure Schedule 2.1(l), the Company has filed, in a timely manner, all reports required by the rules and regulations of the Securities and Exchange Commission (the "SEC")whole.

Compliance; Governmental Authorizations. (i) Except as set forth on Schedule 2.1(l) 2.2(m)-1, each of the Disclosure ScheduleCompanies, the Company and the SubsidiarySubsidiaries and, to the Company's Knowledgeknowledge of the Seller, have complied and are the Partnerships is in compliance with all Federal, state, local and foreign laws and statutes and, to the knowledge of the Seller, rules, regulations, orders, writs, injunctions and decrees applicable to the Companies, the Subsidiaries and the Partnerships, including laws, statutes, rules, regulations, writs, injunctions and decrees relating to pollution, protection of the environment or Hazardous Materials (as defined below) or any other applicable environmental, health or safety statutes, ordinances, regulationsorders, interpretations and orders (including those relating rules, regulations or requirements, except where the failure to disposal of materials, environmental protection and occupational safety and health) applicable to the Company or the Subsidiary or any of their respective businesses. There are no present or past conditions relating to the Company or the Subsidiary, or relating to any of the Company's or the Subsidiary's property or any appurtenances thereto or improvements thereon, that comply with which would reasonably be expected to lead to any material liability against, or not have a Material Adverse Effect for violation Effect. Except as set forth on Schedule 2.2(m)-2, each of any health or safety laws. The Company has not received any written communication during the past five years from any governmental entity that alleges that the Company is not in compliance in any respect with any applicable Federal, state, local and foreign laws, ordinances, regulations, interpretations and orders. To the Company's KnowledgeCompanies, the Company and Subsidiaries, the Subsidiary have General Partnerships and, to the knowledge of the Seller, Lockport, has all Federal, state, local and foreign governmental licenses and permits necessary to conduct their respective businesses as presently being conducted, except where the failure to obtain such licenses or permits would not have a Material Adverse Effect, and each of the Companies, the Subsidiaries and, to the knowledge of the Seller, the Partnerships, is in compliance therewith in all material respects. Such All such licenses and permits held by the Companies, the Subsidiaries, the General Partnerships, and to the knowledge of the Seller, Lockport, are listed on Schedule 2.2(m)-3 and are in full force and effect. The Companies, no violations are or have been recorded in respect of any thereof, no proceeding is pending orthe Subsidiaries and, to the Company's Knowledge, threatened, to revoke or limit any thereof, and the Company does not know of any basis for any such proceeding and the consummation knowledge of the transactions contemplated in this Agreement will not result in the non-renewal, revocation or termination of any such license or permit. Except as set forth on Disclosure Schedule 2.1(l)Seller, the Company has filedPartnerships, have received, handled, used, stored, treated, shipped and disposed of all Hazardous Materials in a timely mannercompliance in all material respects with all applicable environmental, all reports required by the rules health and regulations of the Securities and Exchange Commission (the "SEC").safety statutes, ordinances, orders,

Compliance; Governmental Authorizations. (i) Except as set forth on Schedule 2.1(l) Each of the Disclosure Schedule, the Company and the Subsidiary, to the Company's Knowledge, have each of its Subsidiaries has complied and are is in compliance in all material respects with all Federal, state, local and foreign laws, ordinances, regulationsrules, interpretations regulations and orders (including those relating to disposal of materials, environmental protection and occupational safety and health) applicable to the Company or the Subsidiary or Company, any of its Subsidiaries or their respective businesses. There , and there are no present or past conditions relating to the Company or the Subsidiaryany of its Subsidiaries, or relating to any of the Company's or the Subsidiary's property Company Property or any appurtenances thereto or improvements thereon, that would could reasonably be expected to lead to any material liability againstagainst the Company or any of its Subsidiaries, or reasonably be expected to have a Company Material Adverse Effect Effect, for violation of any health or safety laws. The Company has not received any written communication during the past five years from any governmental entity that alleges that the Company is not in compliance in any respect with any applicable Federal, state, local and foreign laws, ordinances, regulations, interpretations and orders. To the Company's Knowledge, Each of the Company and the Subsidiary have each of its Subsidiaries has all Federal, state, local and foreign governmental licenses and permits necessary that are material to the conduct of their respective businesses as presently being conducted, which licenses and permits (and any exceptions thereto) are set forth in Section 2.1(l) of the Company Disclosure Schedule. Such licenses and permits are in full force and effect, no material violations are or have been recorded in respect of any thereof, no proceeding is pending or, to the Company's Knowledgeknowledge of the Company or any Company Stockholder, threatened, to revoke or limit any thereof, and the Company does Stockholders do not know of any basis for any such proceeding and the consummation of the transactions contemplated in this Agreement will not result in the non-renewal, revocation or termination of any such license or permit. Except as set forth on Disclosure Schedule 2.1(l), the Company has filed, in a timely manner, all reports required by the rules and regulations of the Securities and Exchange Commission (the "SEC").