Common use of Compliance with Laws and Court Orders Clause in Contracts

Compliance with Laws and Court Orders. The Company and each of its Subsidiaries is, and since January 1, 2017, has been, in compliance with, has not been charged with or given written notice by any Governmental Authority of any violation of and, to the knowledge of the Company, is not under investigation with respect to, and has not been threatened to be charged with, any violation of, Applicable Law or the terms of any of its Permits, except for failures to comply or violations or alleged violations that have not had and, even if determined adversely to the Company, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against or affecting the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or that prevents, enjoins, alters or materially delays, or would reasonably be expected to prevent, enjoin, alter or materially delay, the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company and each Subsidiary of the Company has all Permits necessary to enable it to use its legal or other business name, to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted, except for those Permits the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws and Court Orders. The Company and each of its Subsidiaries is, and since January 1, 20172015, has been, in compliance with, has not been charged with or given written notice by any Governmental Authority of any violation of and, to the knowledge of the Company, is not under investigation with respect to, to and has not been threatened to be charged with, with any violation of, Applicable Law or the terms of any of its Permits, except for failures to comply or violations or alleged violations that have not had and, even if determined adversely to the Company, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against or affecting the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or that prevents, enjoins, alters or materially delays, or would reasonably be expected to prevent, enjoin, alter or materially delay, delays the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company and each Subsidiary of the Company has its Subsidiaries have all Permits necessary to enable it to use its legal or other business name, to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted, except for those Permits the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws and Court Orders. The Neither the Company and each of its Subsidiaries nor any Subsidiary is, and since January 1, 2017, nor for the past five (5) years has been, in compliance with, has not been charged with or given written notice by any Governmental Authority violation of any violation of andApplicable Law, except for violations that have not been, or would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. No written or, to the knowledge of the Company, is not under investigation oral notice of non-compliance with respect to, and has not been threatened to be charged with, any violation of, Applicable Law has been received by the Company or the terms of any of its PermitsSubsidiaries in the past five (5) years. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from Governmental Entities (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except for failures where the failure to comply have such Approvals would not, or violations or alleged violations that have not had and, even if determined adversely to the Company, would not reasonably be expected to haveto, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Each Approval held by the Company Material Adverse Effector any of its Subsidiaries, as applicable, is valid, binding and in full force and effect in all material respects. There is no judgment, decree, injunction, rule or order None of any arbitrator or Governmental Authority outstanding against or affecting the Company or any of its Subsidiaries (i) are in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any material term, condition or provision of any such Approval, or (ii) have received any notice from a Governmental Authority that has had issued any such Approval that it intends to cancel, terminate, modify or not renew any such Approval, except in the case of clauses (i) and (ii) as would not, or would not reasonably be expected to haveto, individually or in the aggregate, a Company Material Adverse Effect or that prevents, enjoins, alters or materially delays, or would reasonably be expected material to prevent, enjoin, alter or materially delay, the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company and each Subsidiary of the Company has all Permits necessary to enable it to use its legal or other business nameSubsidiaries, to own, lease or otherwise hold and operate its properties and other assets and to carry on its business taken as presently conducted, except for those Permits the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectwhole.

Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is, and since January 1, 2017, has been, are in compliance with, has not been charged with or given written notice by any Governmental Authority of any violation of and, to the knowledge Knowledge of the Company, is are not under investigation with respect to, to and has have not been threatened to be charged with, with or given notice of any violation of, Applicable any applicable Law or the terms of any of its PermitsOrder, except for failures to comply comply, investigations or violations or alleged violations that have not had and, even if determined adversely to the Company, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no judgmentDuring the three year period prior to the date of this Agreement, decree, injunction, rule or order neither the Company nor any of its Subsidiaries has been in violation of any arbitrator Law or Governmental Authority outstanding against or affecting Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, or have been notified in writing by any Governmental Entity of any violation or investigation with respect to any such Laws or Orders, except for violations or investigations that has had or would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or that prevents, enjoins, alters or materially delays, or would reasonably be expected to prevent, enjoin, alter or materially delay, the Offer, the Merger or any of the other transactions contemplated by this AgreementEffect. The Company and each Subsidiary its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company has all Permits necessary to enable it to use and its legal or other business nameSubsidiaries, to own, lease or otherwise hold and operate its properties and other assets and to carry on its business taken as presently conducteda whole (the “Company Permits”), except for those Permits where the absence of which failure to so hold would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No suspension or cancellation of any Company Permits is pending, or, to the Knowledge of the Company, threatened, except for such suspensions or cancellations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Compliance with Laws and Court Orders. The Company and each of its Subsidiaries is, and since January 1, 20172011, has been, in compliance with, has not been charged with or given written notice by any Governmental Authority of any violation of and, to the knowledge of the Company, is not under investigation with respect to, to and has not been threatened to be charged with, with any violation of, Applicable Law or the terms of any of its Permits, except for failures to comply or violations or alleged violations that have not had and, even if determined adversely to the Company, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against or affecting the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or that prevents, enjoins, alters or materially delays, or would reasonably be expected to prevent, enjoin, alter or materially delay, delays the Offer, the Merger Issuance or any of the other transactions contemplated by this AgreementAgreement or any other Transaction Document. The Company and each Subsidiary of the Company has its Subsidiaries have all Permits necessary to enable it to use its legal or other business name, to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted, except for those Permits the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws and Court Orders. The Except as set forth in Section 4.12 of the Company Disclosure Schedule, the Company and each of its Subsidiaries is, and since January 1, 20172016, has been, in compliance with, has not been charged with or given written notice by any Governmental Authority of any violation of and, to the knowledge of the Company, is not under investigation with respect to, to and has not been threatened to be charged with, with any violation of, Applicable Law or the terms of any of its Permits, except for failures to comply or violations or alleged violations that have not had and, even if determined adversely to the Company, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against or affecting the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or that prevents, enjoins, alters or materially delays, or would reasonably be expected to prevent, enjoin, alter or materially delay, the Offer, delays the Merger or any of the other transactions contemplated by this Agreement. The Company and each Subsidiary of the Company has its Subsidiaries have all Permits necessary to enable it to use its legal or other business name, to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted, except for those Permits the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws and Court Orders. The Company (a) Acquiror and each of its Subsidiaries is, and since January 1, 2017, 2007 has been, in compliance with, has not been charged with or given written notice by any Governmental Authority of any violation of and, and to the knowledge of the Company, Acquiror is not under investigation with respect to, to and has not been threatened to be charged with, with or given notice of any violation of, any Applicable Law or the terms of any of its PermitsLaw, except for failures to comply or violations or alleged violations that have not had and, even if determined adversely to the Company, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on Acquiror. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against or affecting the Company Acquiror or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on Acquiror or that prevents, enjoins, alters or materially delays, or would reasonably be expected in any manner seeks to prevent, enjoin, alter or materially delay, delay the Offer, the Merger Acquisition or any of the other transactions contemplated by this Agreementhereby. The Company Without limiting the foregoing, Acquiror and each of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances from, and has submitted notices to, all Governmental Authorities necessary for Acquiror or such Subsidiary of the Company has all Permits necessary to enable it to use its legal or other business name, to own, lease or otherwise hold and operate its properties and or other assets and to carry on its respective business as presently conducteddescribed in the Acquiror SEC Documents filed prior to the date hereof and as it is being conducted as of the date hereof (the “Acquiror Permits”), and all such Acquiror Permits are valid, and in full force and effect, in each case except for those Permits the absence of which any failure that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on Acquiror.