Common use of Litigation; Compliance with Law Clause in Contracts

Litigation; Compliance with Law. 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, any of its respective properties or assets, or against an officer, employee or holder of more than 5% of the capital stock of the Company relating to the business of 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 (including, without limitation, an action which directly or indirectly challenges the validity of this Agreement, or any action taken or to be taken pursuant hereto or pursuant to any Transaction Document), (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), in each case, which would be required to be disclosed in the Company's periodic reports under the Exchange Act and, to the best of the Company's knowledge, 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 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 or contemplated against others. The Company has complied in all material respects with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant to and in compliance with the terms of all such permits, licenses and 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 restrict the Company from, or otherwise materially 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 foregoing includes, without limitation, actions pending or, to the knowledge of the Company, threatened (or any basis therefor) involving the prior employment of any of the Company's officers or employees or their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers.

Litigation; Compliance with Law. There Except as set forth on ------------------------------- Schedule 7.01(i), 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, any of its respective properties or assets, or against an officer, employee or holder of more than 5% of the capital stock of the Company relating to the business of 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 (includingeach, without limitation, an action which directly or indirectly challenges the validity of this Agreement, or any action taken or to be taken pursuant hereto or pursuant to any Transaction Documenta "Governmental Entity"), (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 to receive any license or permit), in each case, which would case that could reasonably be required expected to be disclosed result in the Company's periodic reports under the Exchange Act and, to the best a Material Adverse Effect in any change in equity ownership of the Company's knowledgeCompany or that questions the validity of the this Agreement or the Other Agreements or the right of the Company to enter into them or consummate the transactions contemplated hereby or thereby, and there is no basis for any of the foregoing. The Company has not received any opinion or memorandum or written legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or disadvantage which that may be material to its business, prospects, financial condition, operations, property or affairs. The Company is not in default with respect subject to any order, writ, injunction injunction, judgment or decree known to or served upon the Company of any court Governmental Entity. Except as set forth on Schedule 7.01(i), there are ---------------- no actions 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 suits by the Company pending, or threatened or contemplated against others. The Company has complied complied, in all material respects materials respects, with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, the . The Company has all necessary material permits, franchises, licenses and other authorizations required necessary to conduct its business as conducted and as proposed to be conductedconducted (collectively, and "Permits"), and, to the Company's knowledge, the Company has ------- been operating its business pursuant to and in compliance with the terms of all such permits, licenses and other authorizationsPermits. 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 that would prohibit or restrict the Company from, or otherwise materially adversely affect the Company in, from conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business. The foregoing includes, without limitation, actions pending or, to the knowledge of the Company, threatened (business or any basis therefor) involving the prior employment of any of the Company's officers or employees or their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employersthat would otherwise have a Material Adverse Effect.

Litigation; Compliance with Law. There Except as set forth on the attached 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, any of its respective properties or assets, or against an officer, employee or holder of more than 5% of the capital stock of the Company relating to the business of the Company, at law or in equity, or before or by any federalforeign or domestic Federal, state, municipal or other governmental department, commission, board, bureau, bureau agency or instrumentality, domestic or foreign (including, without limitation, an action which directly or indirectly challenges the validity of this Agreement, or any action taken or to be taken pursuant hereto or pursuant to any Transaction Document), (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise or (iii) foreign or domestic 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), in each case, which would be required to be disclosed in the Company's periodic reports under the Exchange Act and, to the best of the Company's knowledge, and there is no basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from foreign or domestic 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 federalforeign or domestic 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, threatened or contemplated against others. The Company has commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending, threatened or contemplated against others. The Company has complied in all material respects with all foreign and domestic laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant to and in compliance with the terms of all such permits, licenses and other authorizations, except to the extent that the failure to do any of the foregoing would 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 federalforeign or domestic, Federal, state, county or local, which would prohibit or restrict the Company from, or otherwise materially 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 foregoing includes, without limitation, actions pending or, to the knowledge of the Company, threatened (or any basis therefor) involving the prior employment of any of the Company's officers or employees or their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers.

Litigation; Compliance with Law. 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, any of its respective properties or assets, or against an officer, employee or holder of more than 5% of the capital stock of the Company relating to the business of the Company, at law or in equity, or before or by any federalFederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including, without limitation, an action which directly or indirectly challenges the validity of this Agreement, or any action taken or to be taken pursuant hereto or pursuant to any Transaction Document)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), in each casewhich, which would be required to be disclosed alone or in the Company's periodic reports under the Exchange Act andaggregate, is reasonably expected to the best of the Company's knowledge, there is no basis for any of the foregoinghave a Material Adverse Effect. 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 affairsaffairs except such exposure which, alone or in the aggregate, is not reasonably expected to have a Material Adverse Effect. 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 federalFederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreignforeign except such defaults which, alone or in the aggregate, are not reasonably expected to have a Material Adverse Effect. There is no action or suit by the Company 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 business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant to and in compliance with the terms of all such permits, licenses and other authorizationsauthorizations except such noncompliance which, alone or in the aggregate, is not reasonably expected to 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 federalFederal, state, county or local, which would prohibit or restrict the Company from, or otherwise materially 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 foregoing includes, without limitation, actions pending or, to the knowledge of the Company, threatened (or any basis therefor) involving the prior employment of any of the Company's officers or employees or their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers.

Litigation; Compliance with Law. There Except as set forth on the attached 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, any of its respective properties or assets, or against an officer, employee or holder of more than 5% of the capital stock of the Company relating to the business of the Company, at law or in equity, or before or by any federalforeign or domestic Federal, state, municipal or other governmental department, commission, board, bureau, bureau agency or instrumentality, domestic or foreign (includingexcept to the extent that any of the foregoing, without limitationif determined adversely to the Company, an action which directly or indirectly challenges the validity of this Agreement, or any action taken or to be taken pursuant hereto or pursuant to any Transaction Document)would not have a Material Adverse Effect, (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise or (iii) foreign or domestic 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), in each case, which would be required to be disclosed in the Company's periodic reports under the Exchange Act and, to the best of the Company's knowledge, and there is no basis for any of the foregoing. The Company has not received any opinion or memorandum or legal advice from foreign or domestic 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 federalforeign or domestic 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 or contemplated against others. The Company has complied in all material respects with all foreign and domestic laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant to and in compliance with the terms of all such permits, licenses and other authorizations, except to the extent that the failure to do any of the foregoing would 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 federalforeign or domestic. Federal, state, county or local, which would prohibit or restrict the Company from, or otherwise materially 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 foregoing includes, without limitation, actions pending or, to the knowledge of the Company, threatened (or any basis therefor) involving the prior employment of any of the Company's officers or employees or their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers.

Litigation; Compliance with Law. There is no (ia) action, suit, claim, proceeding or investigation pending or, to the best of the Company's ’s knowledge, threatened against or affecting the Company, any of its respective properties or assets, or against an officer, employee or holder of more than 5% of the capital stock of the Company relating to the business of the Company, at law or in equity, or before or by any federalFederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including, without limitation, an action which directly or indirectly challenges the validity of this Agreement, or any action taken or to be taken pursuant hereto or pursuant to any Transaction Document)foreign, (iib) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise or (iiic) 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), in each casewhich, which would be required to be disclosed alone or in the Company's periodic reports under the Exchange Act andaggregate, is reasonably expected to the best of the Company's knowledge, there is no basis for any of the foregoinghave a Material Adverse Effect. 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 affairsaffairs except such exposure which, alone or in the aggregate, is not reasonably expected to have a Material Adverse Effect. 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 federalFederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreignforeign except such defaults which, alone or in the aggregate, are not reasonably expected to have a Material Adverse Effect. There is no action or suit by the Company 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 business, operations, properties, assets, products and services, the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant to and in compliance with the terms of all such permits, licenses and other authorizationsauthorizations except such noncompliance which, alone or in the aggregate, is not reasonably expected to 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 federalFederal, state, county or local, which would prohibit or restrict the Company from, or otherwise materially 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 foregoing includes, without limitation, actions pending or, to the knowledge Table of the Company, threatened (or any basis therefor) involving the prior employment of any of the Company's officers or employees or their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers.Contents

Litigation; Compliance with Law. There Except as set forth in Schedule 2.06(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 Company, Company or any of its respective properties or assets, or against an officer, employee or holder of more than 5% of the capital stock of the Company relating to the business of the CompanySubsidiaries, at law or in equity, or before or by any federalFederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including, without limitation, an action which directly or indirectly challenges the validity of this Agreement, or any action taken or to be taken pursuant hereto or pursuant to any Transaction Document), foreign; (ii) arbitration proceeding relating to the Company or any of its Subsidiaries pending under collective bargaining agreements or otherwise otherwise; or (iii) governmental inquiry pending or, to the best of the Company's ’s knowledge, governmental inquiry pending or threatened against or affecting the Company or any of its Subsidiaries (including including, without limitation limitation, any inquiry as to the qualification of the Company or a Subsidiary of the Company to hold or receive any license or permit), in each case, which would be required to be disclosed in . Neither the Company's periodic reports under the Exchange Act and, to the best of the Company's knowledge, there is no basis for Company nor any of the foregoing. The Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that it its Subsidiaries 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 or its Subsidiaries of any court or of any federalFederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There Except as set forth in Schedule 2.06(b), there is no action or suit by the Company pending, or its Subsidiaries pending or threatened or contemplated against others. The Each of the Company and its Subsidiaries has complied in all material respects with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, except where failure to so comply does not have a Material Adverse Effect, and each of the Company and its Subsidiaries has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, and the Company has been operating its business pursuant to and in compliance with the terms of all such permits, licenses and 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, Federal or state, county or local, which would prohibit or materially restrict the Company or any of its Subsidiaries from, or otherwise materially adversely affect any of the Company or its Subsidiaries in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business. The foregoing includes, without limitation, actions pending or, to the knowledge of the Company, threatened (or any basis therefor) involving the prior employment of any of the Company's officers or employees or their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers.

Litigation; Compliance with Law. There Except as disclosed in Section 3.6 to the Company Disclosure Schedule in relation to any potential AMEX listing, 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, any of its respective properties or assets, or against an officer, employee or holder of more than 5% of the capital stock of the Company relating to the business of 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 (including, without limitation, an action which directly or indirectly challenges the validity of this Agreement, or any action taken or to be taken pursuant hereto or pursuant to any Transaction Document), 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), in each case, which would be required to be disclosed in the Company's periodic reports under the Exchange Act 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 businessbusinesses, 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, and except to the Company has been operating its business pursuant extent failure to and in compliance with the terms of all comply or obtain any such permits, licenses and other authorizationsor 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, 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. The foregoing includes, without limitation, actions pending or, to the knowledge of the Company, threatened (or any basis therefor) involving the prior employment of any of the Company's officers or employees or their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers.