Common use of Permits; Compliance with Law Clause in Contracts

Permits; Compliance with Law. Except as set forth on Schedule 3.06-1 of the Company Disclosure Schedule, the Company and each Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for the Company and each Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Set forth on Schedule 3.06-2 of the Company Disclosure Schedule is a true and complete list of those Company Permits, the loss or suspension of any of which would, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-3 of the Company Disclosure Schedule, neither the Company nor any Subsidiary is in conflict with, or in default or violation of (i) any Laws, including the Foreign Corrupt Practices Act and related regulations, applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected; (ii) any of the Company Permits; or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is otherwise bound or affected, except for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-4 of the Company Disclosure Schedule, since January 1, 1998, neither the Company nor any Subsidiary has been the subject of or otherwise involved in any investigation or enforcement action arising under contracting regulations of the Department of Defense, and, to the knowledge of the Company, no such investigation or action is threatened or contemplated.

Permits; Compliance with Law. Except as set forth on Schedule 3.06-1 of the Company Disclosure Schedule, the Company and each Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptionsexemptions, consents, certificates, approvals and orders necessary for the Company and each Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Set forth on Schedule 3.06-2 of the Company Disclosure Schedule is a true and complete list of those Company Permits, the loss or suspension of any of which would, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-3 of the Company Disclosure Schedule, neither Neither the Company nor any Subsidiary is in conflict with, with or in default or violation of of, and at all times since January 1, 2000, has not been in conflict with or in default or violation of, (i) any Laws, including the Foreign Corrupt Practices Act and related regulations, Laws applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected; (ii) any of the Company Permits; or (iii) any promissory note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is otherwise bound or affected, except for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-4 of 3, no material investigation or review by any Governmental Authority with respect to the Company Disclosure Schedule, since January 1, 1998, neither the Company nor or any Subsidiary has been the subject of is pending, or otherwise involved in any investigation or enforcement action arising under contracting regulations of the Department of Defense, and, to the knowledge of the Company, no threatened, nor has any Governmental Authority indicated in writing an intention to conduct such an investigation or action is threatened or contemplatedreview.

Permits; Compliance with Law. Except as set forth on Schedule 3.06-1 Each of the Company Disclosure Schedule, and the Company and each Subsidiary Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and each or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the "Company PermitsCOMPANY PERMITS"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits, individually or in the aggregate, has not resulted and could not reasonably be expected to result in a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would notPermits, individually or in the aggregate, have has not resulted and could not reasonably be expected to result in a Company Material Adverse Effect. Set Effect on the Company or except as otherwise set forth on Schedule 3.06-2 in Section 3.7 of the Company Disclosure Schedule is a true and complete list of those Company Permits, the loss or suspension of any of which would, individually or in the aggregate, have a Company Material Adverse EffectLetter. Except as set forth on Schedule 3.06-3 of the Company Disclosure Schedule, neither Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of of, (i) any Laws, including the Foreign Corrupt Practices Act and related regulations, Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or may be bound or affected; affected or (ii) any Company Permits, in either case, except where such conflict, default or violation could not reasonably be expected to result in a Material Adverse Effect on the Company. To the Company's knowledge, the business of the Company Permits; or is not being conducted in violation of any portion of the Foreign Corrupt Practices Act, Pub. L. No. 95-213, 91 Stat.1494 (iii) any noteDecember 19, bond1977), mortgageas amended (the "FCPA"), indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party regulation promulgated thereunder, and there are not pending any investigations, reviews or inquiries made by which any Governmental Entity of the Company, any Company Subsidiaries or any Subsidiary or any property or asset of their respective affiliates with respect to the Company or any Subsidiary is otherwise bound or affectedFCPA, except for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-4 of the Company Disclosure Schedule, since January 1, 1998, neither the Company nor any Subsidiary has been the subject of or otherwise involved in any investigation or enforcement action arising under contracting regulations of the Department of Defense, and, to the knowledge of the Company, no such investigation or action is Company has any Governmental Entity threatened or contemplatedto conduct the same.

Permits; Compliance with Law. Except as set forth on Schedule 3.06-1 Each of the Company Disclosure Schedule, and the Company and each Subsidiary Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and each or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the "Company PermitsCOMPANY PERMITS"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits, individually or in the aggregate, has not resulted and could not reasonably be expected to result in a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would notPermits, individually or in the aggregate, have has not resulted and could not reasonably be expected to result in a Company Material Adverse EffectEffect on the Company. Set forth on Schedule 3.06-2 of the Company Disclosure Schedule is a true and complete list of those Company Permits, the loss or suspension of any of which would, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-3 of the Company Disclosure Schedule, neither Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of of, (i) any Laws, including the Foreign Corrupt Practices Act and related regulations, Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or may be bound or affected; affected or (ii) any of the Company Permits; or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is otherwise bound or affected, except for in the case of clauses (i) and (ii) any such conflicts, defaults or violations that would notwhich, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Company Material Adverse Effect. Except as set forth Effect on Schedule 3.06-4 of the Company Disclosure Schedule, since January 1, 1998, neither the Company nor any Subsidiary has been the subject of or otherwise involved in any investigation or enforcement action arising under contracting regulations of the Department of Defense, and, to the knowledge of the Company, no such investigation or action is threatened or contemplated.

Permits; Compliance with Law. Except as set forth on Schedule 3.06-1 Each of the Company Disclosure Schedule, and the Company and each Subsidiary Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and each or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the "COMPANY PERMITS") (but not including, however, Company Permits relating to compliance with Safety and Environmental Laws (as defined herein), which are addressed in Section 3.11), except where the failure to have, or the suspension or cancellation of, any of the Company Permits"), individually or in the aggregate, has not resulted and could not reasonably be expected to result in a Company Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would notPermits, individually or in the aggregate, have has not resulted and could not reasonably be expected to result in a Company Material Adverse Effect. Set forth on Schedule 3.06-2 of the Company Disclosure Schedule is a true and complete list of those Company Permits, the loss or suspension of any of which would, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-3 of the Company Disclosure Schedule, neither Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of of, (i) any Law (but not including, however, any Safety and Environmental Laws, including the Foreign Corrupt Practices Act and related regulations, which is addressed in Section 3.11) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or may be bound or affected; affected or (ii) any of the Company Permits; or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is otherwise bound or affected, except for any such conflicts, defaults or violations that would notthat, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Company Material Adverse Effect. Except as set forth on Schedule 3.06-4 of the Company Disclosure Schedule, since January 1, 1998, neither the Company nor any Subsidiary has been the subject of or otherwise involved in any investigation or enforcement action arising under contracting regulations of the Department of Defense, and, to the knowledge of the Company, no such investigation or action is threatened or contemplated.

Permits; Compliance with Law. Except as set forth on Schedule 3.06-1 of the Company Disclosure Schedule, the The Company and each Subsidiary is in possession of its subsidiaries have all permits, licenses, franchises, grants, authorizationsvariances, licenses, permitsexemptions, easements, variancesorders, exceptionsauthorizations, consents, certificates, identifications, registration numbers and approvals and orders necessary for the Company and each Subsidiary to own, lease and operate its their respective properties or and to carry on its business conduct their businesses as it is now being presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, grants, variances, exemptions, easements, orders, authorizations, consents, certificates, identifications, registration numbers and no suspension or cancellation approvals the absence of any which would not have a Company Material Adverse Effect. Section 5.10 of the Company Disclosure Schedule sets forth a list of all Company Permits is and the jurisdiction issuing the same, all of which Company Permits are in good standing and not subject to meritorious challenge. The Company and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not have a Company Material Adverse Effect. Section 5.10 of the Company Disclosure Schedule also sets forth, as of the date of this Agreement, all actions, proceedings or investigations, pending or, to the knowledge of the CompanyCompany and the Stockholders, threatenedthreatened against the Company that could reasonably be expected to result in the loss, except where the failure to haverevocation, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Set forth on Schedule 3.06-2 of the Company Disclosure Schedule is a true and complete list of those Company PermitsPermit, the except for any suspension, loss or suspension of any of which would, individually or in the aggregate, revocation that could not reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-3 disclosed in Section 5.10 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of its subsidiaries is in conflict withviolation of, or in default has been given notice or been charged with any violation of (i) of, any Laws, including the Foreign Corrupt Practices Act and related regulations, applicable to the Company Permit or any Subsidiary law or by which any property or asset of the Company statute, or any Subsidiary is bound order, rule, regulation, ordinance, decree or affected; (ii) judgment of any of the Company Permits; governmental or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise regulatory body or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is otherwise bound or affectedauthority, except for any such conflictsviolations which, defaults or violations that would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-4 disclosed in Section 5.10 of the Company Disclosure Schedule, since January 1as of the date of this Agreement, 1998, neither the Company nor any Subsidiary has been the subject of or otherwise involved in any no investigation or enforcement action arising under contracting regulations of the Department of Defense, andreview by any governmental or regulatory body or authority is pending or, to the knowledge of the CompanyCompany or the Stockholders, no such investigation threatened involving the Company or action is threatened its subsidiaries, nor has any governmental or contemplatedregulatory body or authority indicated an intention to conduct the same.

Permits; Compliance with Law. (a) Except as set forth on Schedule 3.06-1 would not have or reasonably be expected to have a Company Material Adverse Effect, (i) each of the Company Disclosure Schedule, the Company and each Subsidiary its Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, waivers, exemptions and orders other permits of any Governmental Authority (“Permits”) necessary for the Company and each Subsidiary it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (collectively, the "“Company Permits"”), (ii) each Company Permit is in full force and effect, and (iii) neither the Company nor any of its Subsidiaries is, or since December 31, 2014 has been, in conflict with or default or violation of any of the Company Permits. Except as would not, individually or in the aggregate, have or reasonably be expected to have a material impact on the business of the Company and its Subsidiaries taken as a whole, as of between December 31, 2014 and the date of this Agreement, (x) no suspension termination, revocation, suspension, modification or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Set forth on Schedule 3.06-2 of the Company Disclosure Schedule is a true threatened and complete list of those Company Permits, the loss or suspension of any of which would, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-3 of the Company Disclosure Schedule, (y) neither the Company nor any Subsidiary is in conflict with, or in default or violation of its Subsidiaries has received any written notice from any Governmental Authority threatening to (i) any Lawsterminate, including the Foreign Corrupt Practices Act and related regulationssuspend, applicable to the Company revoke, cancel, withdraw or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected; (ii) modify in an adverse manner any of the Company Permits; or (iiiii) give any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation notice of the intention of any Governmental Authority to which impose any civil penalty on the Company or any Subsidiary is of its Subsidiaries as a party or by which the Company or result of any Subsidiary or any property or asset deviation of the Company term of any Permit, Law or any Subsidiary is otherwise bound or affected, except for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-4 of the Company Disclosure Schedule, since January 1, 1998, neither the Company nor any Subsidiary has been the subject of or otherwise involved in any investigation or enforcement action arising under contracting regulations of the Department of Defense, and, to the knowledge of the Company, no such investigation or action is threatened or contemplatedOrder.

Permits; Compliance with Law. Except as set forth on Schedule 3.06-1 of the Company Disclosure Schedule, the The Company and each Subsidiary is in possession of its subsidiaries have all permits, licenses, franchises, grants, authorizationsvariances, licenses, permitsexemptions, easements, variancesorders, exceptionsauthorizations, consents, certificates, identifications, registration numbers and approvals and orders necessary for the Company and each Subsidiary to own, lease and operate its their respective properties or and to carry on its business conduct their businesses as it is now being presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, grants, variances, exemptions, easements, orders, authorizations, consents, certificates, identifications, registration numbers and no suspension or cancellation approvals the absence of any which would not have a Company Material Adverse Effect. Section 5.10 of the Company Disclosure Schedule sets forth a list of all Company Permits is and the jurisdiction issuing the same, all of which Company Permits are in good standing and not subject to meritorious challenge. The Company and its subsidiaries are not in violation of the terms of any Company Permit, except for delays in filing reports or violations which would not have a Company Material Adverse Effect. Section 5.10 of the Company Disclosure Schedule also sets forth, as of the date of this Agreement, all actions, proceedings or investigations, pending or, to the knowledge of the CompanyCompany and the Interest Holder, threatenedthreatened against the Company that could reasonably be expected to result in the loss, except where the failure to haverevocation, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Set forth on Schedule 3.06-2 of the Company Disclosure Schedule is a true and complete list of those Company PermitsPermit, the except for any suspension, loss or suspension of any of which would, individually or in the aggregate, revocation that could not reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-3 disclosed in Section 5.10 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of its subsidiaries is in conflict withviolation of, or in default has been given notice or been charged with any violation of (i) of, any Laws, including the Foreign Corrupt Practices Act and related regulations, applicable to the Company Permit or any Subsidiary law or by which any property or asset of the Company statute, or any Subsidiary is bound order, rule, regulation, ordinance, decree or affected; (ii) judgment of any of the Company Permits; governmental or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise regulatory body or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is otherwise bound or affectedauthority, except for any such conflictsviolations which, defaults or violations that would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-4 disclosed in Section 5.10 of the Company Disclosure Schedule, since January 1as of the date of this Agreement, 1998, neither the Company nor any Subsidiary has been the subject of or otherwise involved in any no investigation or enforcement action arising under contracting regulations of the Department of Defense, andreview by any governmental or regulatory body or authority is pending or, to the knowledge of the CompanyCompany or the Interest Holder, no such investigation threatened involving the Company or action is threatened its subsidiaries, nor has any governmental or contemplatedregulatory body or authority indicated an intention to conduct the same.

Permits; Compliance with Law. Except as set forth on Schedule 3.06-1 in Section 3.6 of the Company Disclosure Schedule, each of the Company, each Company and Subsidiary, each Subsidiary Material Company P.C. and, to the Company's knowledge, each other Company P.C. is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders clearances of any Governmental Entity necessary for the Company, each Company Subsidiary and each Subsidiary Company P.C. to own, lease and operate its properties or to carry on its business respective businesses substantially as it is now being conducted as of the date hereof, except where such non-possession would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the "Company Permits"), and no suspension or cancellation of any of the all such Company Permits is pending orare valid, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or and in the aggregate, have a Company Material Adverse Effectfull force and effect. Set forth on Schedule 3.06-2 Section 3.6 of the Company Disclosure Schedule is a true and complete list of those sets forth all Company Permits, Permits issued or granted to the loss Company or suspension of any of which would, individually Company Subsidiary that are necessary for the operation or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-3 conduct of the Company's business. None of the Company, any Company Disclosure ScheduleSubsidiary, neither any Material Company P.C. or, to the Company's knowledge, any other Company nor any Subsidiary P.C. is or, since January 1, 2001, has been in conflict with, or in default or violation of of, (ix) any Laws, including the Foreign Corrupt Practices Act and related regulations, Law applicable to the Company, any Company Subsidiary or any Subsidiary Company P.C. or by which any property or asset of the Company, any Company Subsidiary or any Subsidiary Company P.C. is bound or affected; affected or (iiy) any of the Company Permits; or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is otherwise bound or affected, except for any such conflicts, defaults or violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-4 in Section 3.6 of the Company Disclosure Schedule, since January 1, 1998, neither the no Company nor any Subsidiary has been the Permit is subject of or otherwise involved in any investigation or enforcement action arising under contracting regulations to termination as a result of the Department execution of Defense, and, to this Agreement or the knowledge consummation of the Company, no such investigation or action is threatened or contemplatedtransactions contemplated hereby.

Permits; Compliance with Law. Except as set forth on Schedule 3.06-1 Each of the Company Disclosure Schedule, the Company and each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easementscertificates, variances, exceptions, consents, certificatesregistrations, approvals and orders clearances of any Governmental Entity, and has made all filings, applications and registrations with any Governmental Entity (including any authorizations required under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA") and any regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) necessary for the Company and each Company Subsidiary to own, lease and and/or operate its properties or other assets, or to carry on its business respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is now being conducted as of the date hereof, including, but not limited to, the testing, manufacturing, storing, packaging, labeling and distributing of any product of the Company or any Company Subsidiary (the "Company Permits"), and no suspension or cancellation of any of the all such Company Permits is pending orare valid, to the knowledge of the Company, threatenedand in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits Permits, or the failure to have made such filings, applications and/or registrations, would not, individually or in the aggregate, (x) reasonably be expected to prevent or materially delay consummation of the Merger or any other transactions contemplated by this Agreement or (y) have a Company Material Adverse Effect. Set forth on Schedule 3.06-2 of the Company Disclosure Schedule is a true and complete list of those Company Permits, the loss or suspension of any of which would, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-3 of the Company Disclosure Schedule, neither Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of of, (iA) in any Lawsmaterial respect, including the Foreign Corrupt Practices Act and related regulations, any Law applicable to the Company or any Company Subsidiary or by which any material property or asset of the Company or any Company Subsidiary is bound or affected; affected or (iiB) any of the Company Permits; or , except, with respect to clause (iiiB) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is otherwise bound or affected, except for any such conflicts, defaults or violations that would not, individually or in the aggregate, reasonably be expected to (x) prevent or materially delay consummation of the Merger or any other transactions contemplated by this Agreement or (y) have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-4 of the Company Disclosure Schedule, since January 1, 1998, neither Neither the Company nor any Company Subsidiary has been has, within the subject of or otherwise involved in last three years, received any investigation or enforcement action arising under contracting regulations of the Department of Defense, andwritten or, to the knowledge of the Company, no oral warning, notice, notice of violation or probable violation, notice of revocation, or other communication from or on behalf of any Governmental Entity, alleging (A) any violation of any Company Permit, or (B) that the Company or any Company Subsidiary requires any Company Permit for its business as currently conducted that is not currently held by it, except for any such communications received after the date hereof and promptly disclosed to Parent, none of which could, individually or in the aggregate, have a Company Material Adverse Effect. No investigation or inquiry by any Governmental Entity with respect to the Company or any Company Subsidiary is pending, or, to the knowledge of the Company, threatened, with respect to any alleged or claimed violation of Law applicable to the Company or any Company Subsidiary or by which any material property or asset of the Company or any Company Subsidiary is bound or affected, except for any such investigation or action is threatened inquiry commenced after the date hereof and promptly disclosed to Parent, none of which could, individually or contemplatedin the aggregate, have a Company Material Adverse Effect.

Permits; Compliance with Law. Except as set forth on Schedule 3.06-1 Each of the Company Disclosure Schedule, and the Company and each Subsidiary Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and each or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the "Company Permits"), and except for such Company Permits which are not material to the conduct of the business of the Company or any of the Company Subsidiaries. As of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Since January 1, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Set forth on Schedule 3.06-2 of the Company Disclosure Schedule is a true and complete list of those Company Permits, the loss or suspension of any of which would, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-3 of the Company Disclosure Schedule2005, neither the Company nor any Company Subsidiary is has been in conflict with, or in default or violation of of, (i) any Laws, including the Foreign Corrupt Practices Act and related regulations, Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or may be bound or affected; , (ii) any of the Company Permits; Permits or (iii) any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, contractcontract (including any Company Material Contract), agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Subsidiary Company Subsidiaries or any property or asset of the Company or any Company Subsidiary is otherwise bound or affected, except for any such conflicts, defaults or violations that would notthat, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Company Material Adverse EffectEffect on the Company. Except as set forth on Schedule 3.06-4 No investigation, review or inquiry by any Governmental Entity with respect to the Company or any of the Company Disclosure Schedule, since January 1, 1998, neither the Company nor any Subsidiary has been the subject of Subsidiaries or otherwise involved in any investigation or enforcement action arising under contracting regulations of the Department of Defense, andtheir respective businesses is pending or, to the knowledge of the Company, threatened. None of the Company or any Company Subsidiary has received written or oral (or otherwise has any knowledge of any) notice since January 1, 2005, of any violation or noncompliance with any Law applicable to the Company or any Company Subsidiary, or directing the Company or any Company Subsidiary to take any remedial action with respect to such applicable Law or otherwise, and no such investigation material deficiencies of the Company or action is threatened any Company Subsidiary have been asserted to the Company or contemplatedany Company Subsidiary in writing or, to the knowledge of the Company, orally, by any Governmental Entity.

Permits; Compliance with Law. Except as set forth on Schedule 3.06-1 Each of the Company Disclosure Schedule, and the Company and each Subsidiary Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and each or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the "“Company Permits"”), and except for such Company Permits which are not material to the conduct of the business of the Company or any of the Company Subsidiaries. As of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. Since January 1, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Set forth on Schedule 3.06-2 of the Company Disclosure Schedule is a true and complete list of those Company Permits, the loss or suspension of any of which would, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-3 of the Company Disclosure Schedule2005, neither the Company nor any Company Subsidiary is has been in conflict with, or in default or violation of of, (i) any Laws, including the Foreign Corrupt Practices Act and related regulations, Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or may be bound or affected; , (ii) any of the Company Permits; Permits or (iii) any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, contractcontract (including any Company Material Contract), agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Subsidiary Company Subsidiaries or any property or asset of the Company or any Company Subsidiary is otherwise bound or affected, except for any such conflicts, defaults or violations that would notthat, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Company Material Adverse EffectEffect on the Company. Except as set forth on Schedule 3.06-4 No investigation, review or inquiry by any Governmental Entity with respect to the Company or any of the Company Disclosure Schedule, since January 1, 1998, neither the Company nor any Subsidiary has been the subject of Subsidiaries or otherwise involved in any investigation or enforcement action arising under contracting regulations of the Department of Defense, andtheir respective businesses is pending or, to the knowledge of the Company, threatened. None of the Company or any Company Subsidiary has received written or oral (or otherwise has any knowledge of any) notice since January 1, 2005, of any violation or noncompliance with any Law applicable to the Company or any Company Subsidiary, or directing the Company or any Company Subsidiary to take any remedial action with respect to such applicable Law or otherwise, and no such investigation material deficiencies of the Company or action is threatened any Company Subsidiary have been asserted to the Company or contemplatedany Company Subsidiary in writing or, to the knowledge of the Company, orally, by any Governmental Entity.