ARTICLE # NEGATIVE COVENANTS 92

NOTICES; TELEPHONIC AND TELEFAX AUTHORIZATIONS. All notices shall be given to [[Organization B:Organization]] and [[Organization A:Organization]] at the addresses or faxes set forth on the signature page of this agreement and shall be deemed to have been delivered and received: # if mailed, three (3) calendar days after deposited in the United States mail, first class, postage pre-paid, # one (1) calendar day after deposit with an overnight mail or messenger service; or # on the same date of confirmed transmission if sent by hand delivery, telecopy, telefax or telex. [[Organization B:Organization]] may honor telephone or telefax instructions for Advances or repayments given, or purported to be given, by any one of the Authorized Persons. [[Organization A:Organization]] will indemnify and hold [[Organization B:Organization]] harmless from all liability, loss, and costs in connection with any act resulting from telephone or telefax instructions [[Organization B:Organization]] reasonably believes are made by any Authorized Person. This paragraph will survive this Agreement’s termination, and will benefit [[Organization B:Organization]] and its officers, employees, and agents.

Compliance with Legal Requirements; Governmental Authorizations. The Company is in material compliance with all applicable Legal Requirements. No notice has been issued and no Proceeding is pending or, to the Knowledge of the Seller, Threatened against the Company with respect to any alleged violation of any Legal Requirement applicable to the Company. The Company has all material Governmental Authorizations required by all Legal Requirements applicable to the operation of the Business. The material Governmental Authorizations issued to the Company are in full force and effect and the Company is in compliance in all material respects with such applicable Governmental Authorizations. [Schedule 4.1.19] contains a complete and accurate list of each Governmental Authorization that is held by the Company. Unless by its terms it is non-transferable, each such Governmental Authorization shall remain in full force and effect immediately after the Closing.

Governmental Authorizations

Governmental Licenses, Permits and Authorizations. INTERLOK has all governmental licenses, permits, authorizations and approvals necessary for the conduct of its business as currently conducted. All such licenses, permits, authorizations and approvals are in full force and effect, and no proceedings for the suspension or cancellation of any thereof is pending or threatened.

6.12Approvals and Authorizations.

. “Authorizations” means all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders of any governmental authority or self-regulatory body required for the utilization of the Proprietary Information.

Licenses, Permits, Authorizations, etc.

The Company has obtained all material Governmental Authorizations required for the operation of the Business and the use of the Owned Real Property as required by any Environmental Law or Occupational Safety and Health Laws and such Governmental Authorizations are in full force and effect and the Company is in material compliance with the terms and conditions of such Governmental Authorizations.

Customer has the necessary corporate authorizations to enter into this Agreement.