Common use of Compliance with Laws and Orders Clause in Contracts

Compliance with Laws and Orders. The Company and each Subsidiary of the Company is in compliance with all applicable laws of all Governmental or Regulatory Authorities applicable to them except when such failure to comply, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated hereby. The Company and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct of their respective businesses (the "Company Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole. The Company and its Subsidiaries are in compliance with the terms of the Company Permits, except failures so to comply which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole. Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, the Company and its Subsidiaries are not in violation of or default under any law or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated hereby.

Compliance with Laws and Orders. The Company and each Subsidiary of the Company is in compliance with all applicable laws of all Governmental or Regulatory Authorities applicable to them except when such failure to comply, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated hereby. The Company Inprise and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct of their respective businesses as presently conducted (the "Company Inprise Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company Inprise and its Subsidiaries taken as a whole. The Company Inprise and its Subsidiaries are in compliance with the terms of the Company Inprise Permits, except failures so to comply which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company Inprise and its Subsidiaries taken as a whole. Except as disclosed in the Company SEC Inprise Reports filed prior to the date of this Agreement, the Company Inprise and its Subsidiaries are not in violation of or default under any law or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company Inprise and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated herebywhole.

Compliance with Laws and Orders. The Company Parent and each Subsidiary of the Company Parent is in compliance with all applicable laws of all Governmental or Regulatory Authorities applicable to them except when such failure to comply, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company Parent to consummate the transactions contemplated herebyby this Agreement. The Company Parent and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct of their respective businesses (the "Company Parent Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on ability of the Company and its Subsidiaries taken as a wholeParent to consummate the transactions contemplated by this Agreement. The Company Parent and its Subsidiaries are in compliance with the terms of the Company Parent Permits, except failures so to comply which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company Parent and its Subsidiaries taken as a whole. Except as disclosed in the Company SEC Parent Securities Reports filed prior to the date of this Agreement, the Company Parent and its Subsidiaries are not in violation of or default under any law or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company Parent to consummate the transactions contemplated hereby.

Compliance with Laws and Orders. The Company and each Subsidiary of the Company is in compliance with all applicable laws of all Governmental or Regulatory Authorities applicable to them except when such failure to comply, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated hereby. The Company Grizzly and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct of their respective businesses as presently conducted (the "Company Grizzly Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company Grizzly and its Subsidiaries taken as a whole. The Company Grizzly and its Subsidiaries are in compliance with the terms of the Company Grizzly Permits, except failures so to comply which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company Grizzly and its Subsidiaries taken as a whole. Except as disclosed in the Company SEC Grizzly Reports filed prior to the date of this Agreement, the Company Grizzly and its Subsidiaries are not in violation of or default under any law or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company Grizzly and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated hereby.whole. 3.11

Compliance with Laws and Orders. The Company and each Subsidiary of the Company is in compliance with all applicable laws of all Governmental or Regulatory Authorities applicable to them except when such failure to comply, individually or Except as set forth in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole Acquiror Disclosure Schedule or on the ability of the Company to consummate the transactions contemplated hereby. The Company and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct of their respective businesses (the "Company Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole. The Company and its Subsidiaries are in compliance with the terms of the Company Permits, except failures so to comply which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole. Except as disclosed in the Company reports described in Section 4.8.1 filed by the Acquiror with the SEC Reports filed prior to the date of this Agreement, the Company businesses of the Acquiror and its the Acquiror Subsidiaries have not been, and are not being, conducted in violation of any law, ordinance, regulation, judgment, order, decree, license or default under any law or order permit of any Governmental or Regulatory Authoritygovernmental entity (including, without limitation, in the case of Acquiror Subsidiaries that are banks, all statutes, rules and regulations pertaining to the conduct of the banking business and the exercise of trust powers), except for such violations or defaults which, which individually or in the aggregateaggregate do not, are and, insofar as reasonably can be foreseen, in the future shall not, have a Material Adverse Effect on the Acquiror and the Acquiror Subsidiaries, taken as a whole. Except as set forth in the Acquiror Disclosure Schedule, no investigation or review by any Governmental Authority with respect to the Acquiror or any of the Acquiror Subsidiaries is pending or, to the knowledge of the Acquiror, threatened, nor has any Governmental Authority indicated an intention to conduct the same, in each case other than those the outcome of which is not having and could not be reasonably expected to have a material adverse effect Material Adverse Effect on the Company Acquiror and its Subsidiaries the Acquiror Subsidiaries, taken as a whole or on the ability of the Company to consummate the transactions contemplated herebywhole.

Compliance with Laws and Orders. The Company and each Subsidiary of the Company and, to the knowledge of the Company, each Investment is in compliance with all applicable laws of all Governmental or Regulatory Authorities applicable to them except when such failure to comply, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated herebythem. The Company and its Subsidiaries and, to the knowledge of the Company, each Investment hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct of their respective businesses and the ownership of the Investments (the "Company Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole. The Company and its Subsidiaries and, to the knowledge of the Company, each Investment are in compliance with the terms of the Company Permits, except failures so to comply which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole. Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, the Company and its Subsidiaries and, to the knowledge of the Company, each Investment are not in violation of or default under any law or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated herebywhole.

Compliance with Laws and Orders. The Company and each Subsidiary of the Company its Subsidiaries is and, since January 1, 2013, has been in compliance with all applicable laws of all Governmental Laws and Orders, except for failures to comply or Regulatory Authorities applicable violations that would not reasonably be expected to them except when such failure to complyhave, individually or in the aggregate, are a Material Adverse Effect. Since January 1, 2013, no Governmental Entity has issued any notice or notification stating that the Company or any of its Subsidiaries is not having and could in compliance with any Law, except where such non-compliance would not reasonably be reasonably expected to have have, individually or in the aggregate, a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated herebyMaterial Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, clearances, authorizations, permits, licenses, variances, exemptions, orders consents and approvals of all Governmental and Regulatory Authorities CLI-202375011v3 necessary for the lawful conduct operation of their respective the businesses of the Company and its Subsidiaries, taken as a whole (the "“Company Permits"”), except for failures where such failure would not reasonably be expected to hold such permits, licenses, variances, exemptions, orders and approvals whichhave, individually or in the aggregate, are a Material Adverse Effect. No suspension or cancellation of any Company Permits is pending or, to the Knowledge of the Company or any of its Subsidiaries, threatened, except for any such suspension or cancellation which would not having and could not reasonably be reasonably expected to have have, individually or in the aggregate, a material adverse effect on the Company and its Subsidiaries taken as a wholeMaterial Adverse Effect. The Company and each of its Subsidiaries are is and, since January 1, 2013, has been in compliance with the terms of the Company Permits, except for failures so to comply whichthat would not reasonably be expected to have, individually or in the aggregate, are a Material Adverse Effect. This Section 3.8 does not having and could not be reasonably expected relate to have a material adverse effect on environmental matters (which is the Company and its Subsidiaries taken as a whole. Except as disclosed in the Company SEC Reports filed prior to the date subject of this Agreement, the Company and its Subsidiaries are not in violation of or default under any law or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated herebySection 3.15).

Compliance with Laws and Orders. The Company Except as set forth in Sections 4.9, 4.10, 4.11 and each Subsidiary 4.12 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is in compliance with all applicable laws violation of all Governmental or Regulatory Authorities in default under any law, statute, rule or regulation having the effect of law of the United States or any state, county, city or other political subdivision thereof or of any government or regulatory authority ("Laws") or writ, judgment, decree, injunction or similar order of any governmental or regulatory authority, in each case, whether preliminary or final, applicable to them except when such failure to comply, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated hereby. The Company and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct any Subsidiary or any of their respective businesses (assets and properties the "Company Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals effect of which, individually or in the aggregate, are not having and could not has had or would reasonably be reasonably expected likely to have a material adverse effect on the Company and its Subsidiaries taken as a wholeMaterial Adverse Effect. The Company and its Subsidiaries has in effect from the appropriate Governmental Entity, whether federal, state or local, all licenses, permits, authorizations, approvals, franchises and rights ("Governmental Approvals") that are in compliance with the terms of necessary for the Company Permitsor its Subsidiaries to engage in the business currently conducted by the Company and its Subsidiaries, except failures so in those instances in which failure to comply whichpossess Governmental Approvals, individually or in the aggregate, are has not having had and could would not reasonably be reasonably expected likely to have a material adverse effect on the Company and its Subsidiaries taken as a wholeMaterial Adverse Effect. Except as disclosed set forth in Section 4.14 of the Company SEC Reports filed prior to the date of this AgreementDisclosure Schedule, the Company and its Subsidiaries are not in violation of or default under any law or order now, and during the last three years have not been, the subject of any Governmental complaint, charge, citation, investigation, audit, suit or Regulatory Authorityother legal process with respect to any of its employees, or any of the terms or conditions of their employment, by any federal, state, or local governmental agency, including the U.S. Department of Labor, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, Occupational Safety and Health Review Commission, the National Labor Relations Board, the Office of Federal Contract Compliance or any state agency comparable to any of the foregoing, except for such violations or defaults whichas, individually or in the aggregate, are have not having had and could would not reasonably be reasonably expected likely to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated herebyMaterial Adverse Effect.