Common use of Compliance with Law; Authorizations Clause in Contracts

Compliance with Law; Authorizations. The Company has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign, to which the Company's business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.23. The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.

Compliance with Law; Authorizations. The Company has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign, to which the Company's business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.23. The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None Except as set forth on Schedule 6.23 hereto, none of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.

Compliance with Law; Authorizations. The Company has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign, to which the Company's business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23subject. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company it in the conduct of the business of the Companyits business, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.23. The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.

Compliance with Law; Authorizations. The Company has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign, to which the Company's business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.23. The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None Except as set forth on Schedule 6.23, none of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.

Compliance with Law; Authorizations. The Company has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreignforeign ("Regulations"), to which the Company's business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23subject. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it them to conduct its their respective business as now or previously conducted or for the ownership and use of the assets owned or used by the Company such company in the conduct of the business of the Companysuch company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.23. The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company Company, or any affiliates of the Companyany such company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company such company owns, possesses or uses in the operation of the business of the Company such company as now or previously conducted.

Compliance with Law; Authorizations. The Company and each Subsidiary has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreignforeign ("Regulations"), to which the Company's or each of its Subsidiary's business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23subject. The Company and each Subsidiary owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company and each Subsidiary in the conduct of the business of the CompanyCompany and each Subsidiary, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.23. The Neither the Company nor any Subsidiary is not in default, nor has the Company or any Subsidiary received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company or any Subsidiary or any affiliates of the CompanyCompany or any Subsidiary, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company or any Subsidiary owns, possesses or uses in the operation of the business of the Company or any Subsidiary as now or previously conducted.

Compliance with Law; Authorizations. The Company has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreignforeign ("Regulations"), to which the Company's ' business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23are subject. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.233.22. The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder The Indemnity Unitholder does not and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.

Compliance with Law; Authorizations. The Each of the Company and the Subsidiaries has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreignforeign ("Regulations"), to which the Company's and its Subsidiaries' respective business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23subject. The Each of the Company and its Subsidiaries owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company it in the conduct of the business of the Companyits business, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in on Schedule 6.23. The Neither the Company nor any Subsidiary is not in default, nor has the Company nor any Subsidiary received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company Company, any Subsidiary or any affiliates of the CompanyCompany or any Subsidiary, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company or any Subsidiary owns, possesses or uses in the operation of the its respective business of the Company as now or previously conducted.

Compliance with Law; Authorizations. The Company has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreignforeign ("Regulations"), to which the such Company's business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23subject. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company it in the conduct of the business of the Companyits business, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.23. The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the its business of the Company as now or previously conducted.

Compliance with Law; Authorizations. The Company has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreignforeign ("Regulations"), to which the Company's business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23subject. The Th Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.23. The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.

Compliance with Law; Authorizations. The Company has complied Sellers are in compliance with each, and is are not in violation of any, any law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign, to which the Company's businessBusiness is subject, operationsthe violation of which could have a material, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23adverse effect on the Business. The Company ownsSellers own, holdshold, possesses possess or lawfully uses use in the operation of its business the Acquired Assets and the Business all franchises, licenses, Permits, easementspermits, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use Business, the failure of the assets owned Sellers to so own, hold, possess or used by use could have a material, adverse effect on the Company in Business. No proceeding is pending or, to the conduct knowledge of the business of the CompanySellers, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All threatened to revoke or limit any such Authorizations are listed and described in Schedule 6.23Authorization. The Company is Sellers are not in default, nor has the Company either received any notice of any claim of default, with respect to any such Authorization. All Except as set forth on Schedule 2.12, all such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no shareholder, director, officer, employee or former employee of the Company Sellers or any affiliates of the CompanySellers, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.firm

Compliance with Law; Authorizations. The Company and each CLA Company has complied with each, and is not in violation in any material respect of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreignforeign ("Regulations"), to which the such Company's business, operations, assets or properties is subject ("Regulations")subject, except as set forth in Schedule 6.23for immaterial failures to comply of which neither Individual Stockholder has any knowledge. The Company and each CLA Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the such Company in the conduct of the business of the such Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.23. The Neither the Company nor any CLA Company is not in default, except for immaterial defaults of which neither Individual Stockholder has no knowledge, nor has the any such Company received any notice of any claim of such a default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company, any CLA Company or any affiliates of the Company or any CLA Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the such Company owns, possesses or uses in the operation of the business of the Company or any CLA Company as now or previously conducted.

Compliance with Law; Authorizations. The Company and each NSJ Company has complied with each, and is not in violation in any material respect of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreignforeign ("Regulations"), to which the such Company's business, operations, assets or properties is subject ("Regulations")subject, except as set forth in Schedule 6.23for immaterial failures to comply of which none of the Individual Stockholders has no knowledge. The Company and each NSJ Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the such Company in the conduct of the business of the such Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.23. The Neither the Company is not nor any NSJ Company in default, except for immaterail defaults of which none of the Individual Stockholders has any knowledge, nor has the Company or any NSJ Company received any notice of any claim of such a default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company or any NSJ Company or any affiliates of the Company or any NSJ Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company or any NSJ Company owns, possesses or uses in the operation of the business of the Company or any NSJ Company as now or previously conducted.

Compliance with Law; Authorizations. The Company has complied ----------------------------------- with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, provincial, local or foreignforeign ("Regulations"), to which the Company's business, operations, assets or properties is subject ("Regulations")other than such violations which would not result, except as set forth individually or in Schedule 6.23the aggregate, in a material adverse effect on the business, results, operations or financial condition of the Company. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company it in the conduct of the business of the Companyits business, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in on Schedule 6.234.22. The Company is not in default, nor default and ------------- has the Company not received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the its business of the Company as now or previously conducted.

Compliance with Law; Authorizations. The Company Seller has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign, to which the CompanySeller's business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23. The Company Seller owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company Seller in the conduct of the business of the CompanySeller, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.23the Disclosure Schedule. The Company Seller is not in default, nor has the Company Seller received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no shareholder, director, officer, employee or former employee of the Company Seller or any affiliates of the CompanySeller, or any other person, firm or corporation, corporation owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company Seller owns, possesses or uses in the operation of the business of the Company Seller as now or previously conducted.

Compliance with Law; Authorizations. The Each of the Company and the Subsidiaries has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign, Law to which the Company's and its Subsidiaries' respective business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23subject. The Each of the Company and its Subsidiaries owns, holds, possesses or lawfully uses in the operation of its business respective businesses all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business respective businesses as now or previously conducted or for the ownership and use of the assets owned or used by the Company it in the conduct of the business of the Companyits respective businesses, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23Laws. All such Authorizations are listed and described in on Schedule 6.234.20. The Neither the Company nor any Subsidiary is not in default, nor has the Company nor any Subsidiary received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company Company, any Subsidiary or any affiliates of the CompanyCompany or any Subsidiary, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company or any Subsidiary owns, possesses or uses in the operation of the its respective business of the Company as now or previously conducted.

Compliance with Law; Authorizations. The Company has complied with each, and is not in violation of any, any law, ordinance, ordinance or governmental or regulatory rule or regulation, whether federal, state, local or foreign, to which the Company's business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are necessary in any manner necessary material fashion for it to conduct its business the Business as now or previously conducted or for the ownership and use of the its assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances (other than Permitted Liens) and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in on Schedule 6.234.1.17. The Company is not in default, nor has the Company it received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no shareholder, director, officer, employee or former employee of the Company or any affiliates of the Company, Company or any other person, firm or corporation, corporation owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company Business as now or previously conducted.

Compliance with Law; Authorizations. The Company Seller has complied with each, and is not in violation of any, any law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign, to which the CompanySeller's business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23. The Company Seller owns, holds, possesses or lawfully uses in the operation of its business all operating authorities, franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company Seller in the conduct of the business of the CompanySeller, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.23the Disclosure Schedule. The Company Seller is not in default, nor has the Company it received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no shareholder, director, officer, employee or former employee of the Company Seller or any affiliates of the CompanySeller, or any other person, firm or corporation, corporation owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company Seller owns, possesses or uses in the operation of the business of the Company Seller as now or previously conducted.

Compliance with Law; Authorizations. The Company has complied with each, and is not in violation in any material respect of any, law, ordinance, ordinance or governmental or regulatory rule or regulation, whether federal, state, local or foreignforeign ("Regulations"), to which the Company's business, operations, assets or properties is subject ("Regulations")subject, except as set forth in Schedule 6.23for immaterial failures to comply of which neither the Company nor any Stockholder has any knowledge. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in Schedule 6.235.22. The Company is not in default, except for immaterial defaults of which neither the Company nor any Stockholder has any knowledge, nor has the Company received any notice of any claim of such a default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company Company, or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the thc Company as now or previously conducted.

Compliance with Law; Authorizations. The Company has complied with ----------------------------------- each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreignforeign ("Regulations"), to which the Company's business, operations, assets or properties is subject ("Regulations"), except as set forth in Schedule 6.23subject. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, Permitspermits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company it in the conduct of the business of the Companyits business, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in on Schedule 6.235.22. ------------- The Company is not in default, nor default and has the Company not received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No Stockholder and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the its business of the Company as now or previously conducted.