Common use of Litigation; Compliance with Law Clause in Contracts

Litigation; Compliance with Law. Except as disclosed, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosedset forth in Section 2.6 to the Disclosure Schedule, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s 's knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effectMaterial Adverse Effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there a. There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the CompanyCompany or any of its properties or assets, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commissioncom­mission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; , or (iii) governmental inquiry pending or, to the best of the Company’s Com­pany's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, and there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as discloseddisclosed on Schedule 6(g), there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s 's knowledge, there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal stand-point, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending pending, threatened or threatened contemplated against others. The Company has complied in all material respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, ------------------------------- suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, where such litigation, proceeding or investigation, either individually or in the aggregate, would have a material adverse effect on the Company or which might call into question the validity of this Agreement or the various transactions and agreements contemplated hereby. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent terms of all such permits, licenses and other authorizations where the failure to comply or obtain any such permits, licenses to be so licensed or authorizations will not qualified would have a material adverse effect. There is no existing law, rule, regulation or order, and effect on the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct businessCompany.

Litigation; Compliance with Law. Except as disclosedset forth in Section 2.6 to the Disclosure Schedule, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effectMaterial Adverse Effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, ------------------------------- suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses and other authorizations except where any instance or authorizations will not instances of noncompliance do not, individually or in the aggregate, have a material adverse effecteffect on the Company's business, prospects, financial condition, operations, property or affairs. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or specifically affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or specifically affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), andnor is the Company aware that there is any basis for the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to the best of the Company’s knowledgeany liability or disadvantage which may be material to its business, there is no reasonable basis for any of the foregoingprospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The To the best of the Company's knowledge, the Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s 's knowledge, there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending pending, or threatened or contemplated against others. The Company has complied in all material respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration or mediation proceeding relating to the Company Company, pending under collective bargaining agreements or otherwise; or, to the best of the Company’s knowledge, threatened, or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit). The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, andfrom a legal standpoint, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoingliability which may have a Material Adverse Effect. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending Company, and to the best of the Company’s knowledge, pending, threatened or threatened contemplated against others. The To the best of the Company’s knowledge, the Company has complied and will continue to comply, in all respects material respects, with all laws, rules, regulations and orders applicable to its businessespresent and contemplated business, operations, properties, assets, products and services, and the . The Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to where the extent failure to comply or obtain any such permits, licenses or authorizations will authorization would not have a material adverse effect. There is no existing law, rule, regulation or orderMaterial Adverse Effect, and the Company has been and will continue to be operating its business pursuant to and in compliance with the terms of all such permits, licenses and other authorizations, except where the failure to so operate the business would not have a Material Adverse Effect. The Company has all franchises, permits, licenses and other rights and privileges necessary to permit it to own its property and to conduct its business as it is presently conducted or proposed to be conducted. The Company is not aware of subject to any proposed lawpending or threatened investigation, ruleinquiry or proceeding by the SEC, regulation any state securities commission or orderany other federal, which would prohibit state, municipal or materially restrict the Company fromother governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or otherwise materially any securities exchange or securities market, with respect to any matter. The Company is in compliance with all effective requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and adversely affect the Company inrules and regulations thereunder, conducting its business that are applicable to it, except where such noncompliance could not have or reasonably be expected to result in any jurisdiction in which it is now conducting business or in which it proposes to conduct businessa Material Adverse Effect.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration or mediation proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry Company, pending or, to the best of the Company’s knowledge, threatened, or (iii) governmental inquiry pending or, to the Company’s knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by To the Company pending or threatened against others. The Company’s knowledge, the Company has complied in all material respects with all laws, rules, regulations and orders applicable to its businessespresent and contemplated business, operations, properties, assets, products and services, and the . The Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to where the extent failure to comply or obtain any such permits, licenses or authorizations will authorization has not had and could not reasonably be expected to have a material adverse effectMaterial Adverse Effect. There is no existing lawThe Company has all franchises, rulepermits, regulation or order, licenses and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially other rights and adversely affect the Company in, conducting privileges necessary to permit it to own its property and to conduct its business in any jurisdiction in which as it is now conducting business presently conducted or in which it proposes proposed to conduct businessbe conducted except where the failure to obtain such permits, licenses or authorization has not had and could not reasonably be expected to have a Material Adverse Effect.

Litigation; Compliance with Law. Except as discloseddisclosed on the Purchaser Disclosure Schedule, there is no (i) material litigation, including but not limited to any action, suit, claim, proceeding or investigation investigation, arbitration proceeding relating to Purchaser or any governmental inquiry pending or, to the best of the CompanyPurchaser’s knowledge, threatened against or affecting the CompanyPurchaser, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the CompanyPurchaser’s knowledge, there is no reasonable basis for any of the foregoing. The Company Purchaser is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company Purchaser of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company Purchaser pending or threatened against others. The Company Purchaser has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company Purchaser has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effectMaterial Adverse Effect. There is no existing law, rule, regulation or order, and the Company Purchaser is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company Purchaser from, or otherwise materially and adversely affect the Company Purchaser in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, ------------------------------- claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses and other authorizations except where any instance or authorizations will not instances of noncompliance do not, individually or in the aggregate, have a material adverse effecteffect on the Company's business, prospects, financial condition, operations, property or affairs. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the CompanySlate’s knowledge, threatened against or affecting the CompanySlate, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company Slate pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the CompanySlate’s knowledge, threatened against or affecting the Company Slate (including, without limitation, any inquiry as to the qualification of the Company Slate to hold or receive any license or permit), and, to the best of the CompanySlate’s knowledge, there is no reasonable basis for any of the foregoing. The Company Slate is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company Slate of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company Slate pending or threatened against others. The Company Slate has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company Slate has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company Slate is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company Slate from, or otherwise materially and adversely affect the Company Slate in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, and to the best of the Company’s knowledge, 's actual knowledge there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The To its knowledge, the Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There To the Company's actual knowledge, there is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or specifically affecting the CompanyCompany or any of its assets or its properties, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or specifically affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), andnor is the Company aware that there is any basis for the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to the best of the Company’s knowledgeany liability or disadvantage which may be material to its business, there is no reasonable basis for any of the foregoingprospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and servicesservices except where failure to comply with such laws, rules, regulations and orders would not result in a Material Adverse Effect, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company Company, after due inquiry, is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, and there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict restric the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) ------------------------------- action, suit, claim, proceeding or investigation pending or, to the best knowledge of the Company’s knowledge, threatened against or affecting the CompanyCompany or any principal of any of the foregoing, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; , or (iii) governmental inquiry pending or, to the best of the knowledge of the Company’s knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, and to the best of the Company’s knowledge, 's knowledge there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and services the noncompliance with which would have a material adverse effect on the Company; the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except ; and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, ------------------------------- suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, and to the best of the Company’s knowledge, 's knowledge there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all United States laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and services except where such non-compliance could not reasonably be expected to have a material adverse effect on the Company or its business. The Company has all necessary United States permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses and other authorizations except where the failure to obtain such permit, license or authorizations will other authorization or such non-compliance could not reasonably be expected to have a material adverse effecteffect on the Company or its business. There is no existing United States law, rule, regulation or order, and the Company is not aware of any proposed lawwhether Federal, rulestate, regulation county or orderlocal, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, in conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except So far as disclosedthe Seller is aware, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the CompanyUK Companies, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company UK Companies pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, or threatened against or affecting the Company UK Companies (including, without limitation, any inquiry as to the qualification of the Company UK Companies to hold or receive any license or permit), and, to the best . Neither of the Company’s knowledge, there UK Companies is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company such entity of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company either UK Companies pending or threatened against others. The Company has UK Companies have complied in all material respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, their respective businesses and the Company has UK Companies have all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There So far as the Seller is aware, there is no existing law, rule, regulation or order, and the Company is not aware of order or any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company UK Companies from, or otherwise materially and adversely affect the Company such entity in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no no: (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or directly affecting the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwiseto the best of the Company's knowledge threatened; or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or directly affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of . To the Company’s 's actual knowledge, there is no reasonable and valid basis for any of the foregoing. The Company, to its best knowledge, is not currently exposed to any liability that would be reasonably expected to be material and adverse to its business, financial condition, operations, property or affairs. The Company is not in default with respect to or violation of any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreignforeign which default or violation would reasonably be expected to have a material adverse effect on the business or properties of the Company. There is no action action, suit, claim or suit proceeding by the Company pending or currently threatened against others. The Company has complied in all material respects with all laws, rules, regulations and orders to the best of the Company's knowledge applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses licenses, approvals and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and to the Company is not aware of any Company's actual knowledge there are no proposed lawlaws, rulerules, regulation regulations or order, whether federal or state, which would prohibit or materially restrict the Company in any material respect from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to which the Company is a party pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, and there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There Except as set forth in SCHEDULE 3.08 hereto, there is no action or suit by the Company pending pending, threatened or threatened contemplated against others. The Company has materially complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and ; the Company has all necessary required permits, licenses and other authorizations required to conduct its business as conducted and as proposed by the Company to be conducted, except ; and the Company has been operating its business pursuant to and in material compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There To the best of the Company's knowledge, there is no existing law, rule, regulation or order, and the Company is not aware of any proposed lawwhether federal, rulestate, regulation county or orderlocal, which would materially prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct businessconducting.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best knowledge of the Company’s knowledge, threatened against or affecting the CompanyCompany or any principal of any of the foregoing, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; , or (iii) governmental inquiry pending or, to the best of the knowledge of the Company’s knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, and to the best of the Company’s knowledge, 's knowledge there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and services the noncompliance with which would have a material adverse effect on the Company; the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except ; and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, and to the best of the Company’s knowledge, knowledge there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or, disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect subject to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending pending, threatened or threatened contemplated against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There Except as set forth in Section 2.7 of the Disclosure Schedule, there is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which if complied with would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equityinequity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; , or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The To the best of the Company’s knowledge, the Company has complied in all material respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, whether Federal or state, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosedset forth on Schedule 2.07 of the Disclosure Schedule, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, com- mission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise or (iii) governmental inquiry pending or, to the best of the Com- pany's knowledge, threatened against or affecting the Company (including without limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and there is no basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best . Except as set forth on Schedule 2.07 of the Company’s knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledgeDisclosure Schedule, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending pending, threatened or threatened contemplated against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosedset forth in Schedule II, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, and to the best of the Company’s knowledge, 's actual knowledge there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The To its knowledge, the Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There To the Company's actual knowledge, there is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s Corporation's knowledge, threatened against or affecting the CompanyCorporation, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company Corporation pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s Corporation's knowledge, threatened against or affecting the Company Corporation (including, without limitation, any inquiry as to the qualification of the Company Corporation to hold or receive any license license, permit, or permitother authorization), and, to the best of the Company’s knowledge, and there is no reasonable basis for any of the foregoing. The Company Corporation has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Corporation is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company Corporation of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company Corporation pending or threatened against others. The Company Corporation has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company Corporation has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Corporation has been operating its business * Confidential treatment requested: material has been omitted and filed separately with the Commission. pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company Corporation after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict the Company Corporation from, or otherwise materially and adversely affect the Company Corporation in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosedset forth in Section 2.5 to the Disclosure Schedule, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s 's knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effectMaterial Adverse Effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosedset forth in Section 3.5 to the Disclosure Schedule, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s 's knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effectMaterial Adverse Effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, ------------------------------- claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s 's knowledge, there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending pending, or threatened or contemplated against others. The Company has complied in all material respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, ------------------------------- suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses and other authorizations except where any instance of instances of noncompliance do not, individually or authorizations will not in the aggregate, have a material adverse effecteffect on the Company's business, prospects, financial condition, operations, property or affairs. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the CompanyCar Planner’s knowledge, threatened against or affecting the CompanyCar Planner, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company Car Planner pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the CompanyCar Planner’s knowledge, threatened against or affecting the Company Car Planner (including, without limitation, any inquiry as to the qualification of the Company Car Planner to hold or receive any license or permit), and, to the best of the CompanyCar Planner’s knowledge, there is no reasonable basis for any of the foregoing. The Company Car Planner is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company Car Planner of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company Car Planner pending or threatened against others. The Company Car Planner has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company Car Planner has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company Car Planner is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company Car Planner from, or otherwise materially and adversely affect the Company Car Planner in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, and there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its is business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal or state, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business. The Company has or will obtain a haken permit.

Litigation; Compliance with Law. Except as disclosedset forth in Section 2.5 of the Disclosure Schedule, there is no (ia) action, suit, claim, proceeding proceeding, or investigation pending or, to the best knowledge of the Company’s knowledgeCompany or the Founders, threatened against or affecting the Company, at law or in equity, or before or by any municipal Federal, state, municipal, or other governmental department, commission, board, bureau, agency agency, or instrumentality, domestic or foreign; , (iib) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; , or (iiic) governmental inquiry pending or, to the best knowledge of the Company’s knowledgeCompany or the Founders, threatened against or affecting the Company Company, (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, and there is no reasonable basis known to the Company of the Founders for any of the foregoing. The Company is not in default with respect subject to any governmental order, writ, judgmentinjunction, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal, or other governmental department, commission, board, bureau, agency agency, or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against othersany other person. The Company has complied is in all respects material compliance with all laws, rules, regulations regulations, and orders applicable to its businessesthe Company's business, operations, properties, assets, products and serviceslicenses, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation regulation, or order, and neither the Company nor any Founder, after due inquiry, is not aware of any proposed law, rule, regulation regulation, or order, whether Federal or state, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct businessbusiness within the foreseeable future.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s 's knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending pending, threatened or threatened contemplated against others. The Company has complied in all material respects with all material laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the . The Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in material compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed lawwhether Federal, rulestate, regulation county or orderlocal, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or or, to the Company's knowledge, in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s 's knowledge, there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending pending, or threatened or contemplated against others. The Company has complied in all material respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Company has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company after due inquiry is not aware of any proposed law, rule, regulation or order, whether federal, state, county or local, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s Corporation's knowledge, threatened against or affecting the CompanyCorporation, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company Corporation pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s Corporation's knowledge, threatened against or affecting the Company Corporation (including, without limitation, any inquiry as to the qualification of the Company Corporation to hold or receive any license license, permit, or permitother authorization), and, to the best of the Company’s knowledge, and there is no reasonable basis for any of the foregoing. The Company Corporation has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Corporation is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company Corporation of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company Corporation pending or threatened against others. The Company Corporation has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company Corporation has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except and the Corporation has been operating its business pursuant to and in compliance with the extent failure to comply or obtain any terms of all such permits, licenses or authorizations will not have a material adverse effectand other authorizations. There is no existing law, rule, regulation or order, and the Company Corporation after due inquiry is not aware of any proposed law, rule, regulation or order, whether Federal, state, county or local, which would prohibit or materially restrict the Company Corporation from, or otherwise materially and adversely affect the Company Corporation in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; , or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The To the best of the Company’s knowledge, the Company has complied in all material respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, whether Federal or state, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as discloseddisclosed in Section 3.6 to the Company Disclosure Schedule in relation to the possible Frontier Mortgages Pty Ltd legal claim and any potential AMEX listing, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

Litigation; Compliance with Law. Except as disclosed, there There is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; , (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; otherwise or (iii) governmental inquiry pending or, to the best of the Company’s 's knowledge, threatened against or affecting the Company (including, including without limitation, limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, and there is no reasonable basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businessesbusiness, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation whether Federal or orderstate, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.