Common use of Lawfully Operating Clause in Contracts

Lawfully Operating. Except as set forth on Schedule 3.11 of the Disclosure Schedules, WMC has complied in all material respects and is in compliance in all material respects with all Laws applicable to WMC, including those relating to occupational health and safety. This Section 3.11 does not relate to Environmental Laws. Except as set forth in Schedule 3.11 of the Disclosure Schedules, none of GTI, Glenayre or WMC has received any written communication during the past two years from a Governmental Authority that alleges that WMC is not in compliance in any material respect with any Laws. WMC validly holds and is in compliance in all material respects with all material permits, licenses, bonds, approvals, franchises, certificates (including certificates of occupancy), registrations, accreditations and other governmental authorizations necessary for the conduct of the Business (collectively, "Permits"). Schedule 3.11 of the Disclosure Schedules sets forth a true and complete list of all Permits. None of the Permits are subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement, the WMC Additional Agreements or the Glenayre Additional Agreements or the consummation of the Transactions. All of the Permits which are held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of WMC shall be deemed included under this warranty.