Common use of Compliance with Applicable Laws; Litigation Clause in Contracts

Compliance with Applicable Laws; Litigation. (i) Phone, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone and its subsidiaries (the "Phone Permits"), except where the failure to have any such Phone Permits individually or in the aggregate would not have a material adverse effect on Phone. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, except as disclosed in the Phone Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)) of Phone, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby.

Compliance with Applicable Laws; Litigation. (i) PhoneRSI, its subsidiaries and employees hold all permits, licensesli- censes, variances, exemptions, orders, registrations and approvals ap- provals of all Governmental Entities which are required for the operation of the businesses of Phone RSI and its subsidiaries (the "Phone RSI Permits"), except where the failure to have any such Phone RSI Permits individually or in the aggregate would not have a mate- rial adverse effect on RSI. RSI and its subsidiaries are in compliance with the terms of the RSI Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on Phone. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on PhoneRSI. As of the date of this Agreement, except as disclosed in the Phone RSI Filed SEC DocumentsDocu- ments, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone RSI or any of its subsidiaries subsid- iaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)8.3) of PhoneRSI, threatened, other than, in each case, those the outcome of which individually individu- ally or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub RSI or (B) reasonably be expected to impair the ability abil- ity of each of Phone and Merger Sub RSI to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation con- summation of any of the transactions contemplated hereby or thereby.

Compliance with Applicable Laws; Litigation. (i) PhoneHealthWatch, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone HealthWatch and its subsidiaries (the "Phone HealthWatch Permits"), except where the failure to have any such Phone HealthWatch Permits individually or in the aggregate would not have a material adverse effect on PhoneHealthWatch. Except as specifically disclosed in the Phone HealthWatch SEC Documents filed with the SEC Commission prior to the date hereof, Phone HealthWatch and its subsidiaries are in compliance with the terms of the Phone HealthWatch Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws")Entity, relating to Phone HealthWatch or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on PhoneHealthWatch. As of the date of this Agreement, except as disclosed in the Phone HealthWatch Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone HealthWatch or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)8.3) of PhoneHealthWatch, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub HealthWatch or (B) reasonably be expected to impair the ability of each of Phone and HealthWatch or Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby.

Compliance with Applicable Laws; Litigation. (i) Phone, The Company and its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone the Company and its subsidiaries as currently conducted (collectively, the "Phone Company Permits"), except where the failure to have any such Phone Company Permits individually or in the aggregate would not have have, or reasonably be expected to have, a material adverse effect on Phonethe Company. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone The Company and its subsidiaries are in compliance with the terms of the Phone Company Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have have, or reasonably be expected to have, a material adverse effect on Phonethe Company. As of the date of this Agreement, except as disclosed in the Phone Filed SEC Documents, no No action, demand, injunction, decree, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone the Company or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3(e)8.03) of Phonethe Company, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (Ai) have have, or reasonably be expected to have, a material adverse effect on Phone and Merger Sub the Company or (Bii) reasonably be expected to materially impair or delay the ability of each of Phone and Merger Sub the Company to perform its obligations under this Agreement Agreement. As of the date of this Agreement, there is no suit, action or proceeding by any person pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries which questions the validity of this Agreement, the Offer or the Option Agreements Merger or prevent any action to be taken by the Company or materially delay any of its stockholders in connection with the consummation of any of the transactions contemplated hereby or therebyTransactions.