Common use of Compliance with Law; Authorizations Clause in Contracts

Compliance with Law; Authorizations. To the best of Seller's and Fendrich's knowledge after reasonable investigation, Seller and Fendrich have complied in all material respects with, and are not in any material violation of, any law, ordinance or governmental or regulatory rules or regulations, whether federal, state, local or foreign, to which Seller and the Practice and its related operations, assets or properties are subject ("Regulations"). Seller and Fendrich own, hold, possess or lawfully use in the operation of the Practice all franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are material for them to conduct the Practice as currently conducted or for the ownership and use of the assets owned or used by Seller in the conduct of the Practice, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in SCHEDULE 3.1(J). Neither Seller nor Fendrich are in default, nor have they received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by the party to whom issued 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 the consummation of the transactions contemplated hereby.

Compliance with Law; Authorizations. To the best of Seller's and Fendrich's knowledge after reasonable investigationknowledge, Seller and Fendrich have has complied in all material respects with, and are is not in any material violation of, any law, ordinance or governmental or regulatory rules or regulations, whether federal, state, local or foreign, to which Seller and the Practice and its related operations, assets or properties are subject (collectively, the "Regulations"). Seller and Fendrich ownowns, holdholds, possess possesses or lawfully use uses in the operation of the Practice all franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations (collectively, the "Authorizations") which are material for them Seller to conduct the Practice as currently conducted or for the ownership and use of the assets Non-Optometric Assets owned or used by Seller in the conduct of the Practice, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in SCHEDULE 3.1(J). Neither Seller nor Fendrich are is not in default, nor have they has Seller received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by the party to whom issued 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 the consummation of the transactions contemplated hereby.

Compliance with Law; Authorizations. To the best of Seller's and Fendrich's knowledge after reasonable investigation, Seller and Fendrich have has complied in all material respects with, and are is not in any material violation of, any law, ordinance or governmental or regulatory rules or regulations, whether federal, state, local or foreign, to which Seller and the Practice and its related operations, assets Assets or properties are subject (collectively, the "Regulations"). Seller and Fendrich ownowns, holdholds, possess possesses or lawfully use uses in the operation of the Practice all franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations (collectively, the "Authorizations") which are material for them Seller to conduct the Practice as currently conducted or for the ownership and use of the assets Assets owned or used by Seller in the conduct of the Practice, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in SCHEDULE 3.1(J). Neither Seller nor Fendrich are is not in default, nor have they has Seller received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by the party to whom issued 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 the consummation of the transactions contemplated hereby.

Compliance with Law; Authorizations. To the best of Seller's and Fendrich's knowledge after reasonable investigation, Seller and Fendrich have has complied in all material respects withwith ----------------------------------- each, and are is not in any material violation ofof any, any law, ordinance ordinance, or governmental or regulatory rules rule or regulationsregulation, orders or decrees, whether federal, state, local or foreign, to which Seller and Seller's Business, or the Practice and its related operations, assets or properties are Purchased Assets is subject ("Regulations"). Seller and Fendrich ownowns, holdholds, possess possesses or lawfully use uses in the operation of the Practice its Business all franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are material in any manner necessary for them it to conduct the Practice its Business as currently now or previously conducted or for the ownership and use of the assets owned or used by Seller in the conduct of the PracticeBusiness of Seller, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in SCHEDULE 3.1(JSchedule 1.1(d). Neither Seller nor Fendrich are is not in default, nor have they has it received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by the party to whom issued 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 the consummation of the transactions contemplated hereby.