Section # Governmental Authorizations, Etc 6

to the extent transferable, all Governmental Authorizations primarily related to or necessary for the operation of the Business or use of the Purchased Assets, including all Governmental Authorizations related to the Seattle Facility;

No member of the Company Group is # in violation of its charter or bylaws (or other organizational document), # in default in the performance or observance of any obligation, agreement, covenant or condition under any indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the properties or assets of the Company Group is subject (each, an “Existing Instrument”), or # is in violation of any statute, law, rule, regulation, judgment, order or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except with respect to clauses (ii) and (iii), for defaults or violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Power and Authority; No Contravention; Authorizations and Approvals. The execution, delivery and performance by such Obligor of this Fifth Amendment # are within such Obligor’s organizational powers, # have been duly authorized by all necessary organizational action on the part of such Obligor, # require no action by or in respect of, or filing with, any Governmental Authority except actions by, and notices to or filings with, Governmental Authorities (including, without limitation, the SEC) that may be required in the Ordinary Course of Business from time to time or that may be required to comply with the express requirements of the Loan Documents, # do not violate any provision of Applicable Law in any material respect or contravene the terms of any Organic Document or the Term Loan Documents and # do not contravene any provision of any other indenture, instrument or agreement binding upon such Obligor except as could not reasonably be expected to have a Material Adverse Effect.

xxi.
Compliance with Legal Requirements; Governmental Authorizations

Schedule #: Governmental Approvals, Consents, Authorizations, Filings and Notices

Seller has obtained, and maintained in effect, all necessary governmental permits, licenses and other authorizations, if any, with regard to the ownership or operation of the Existing Leases and there are not any material violations in respect of such permits, licenses or other authorizations.

No Consent Required. No approval or authorization by, or filing with, any Governmental Entity is required to be made or obtained by Parent in connection with the execution, delivery and performance by Parent of this Parent Guarantee other than # approvals and authorizations that have previously been obtained and filings that have previously been made or approvals, authorizations or filings which will be made on a timely basis, # approval, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the financial condition, business or operations of the guarantor, taken as a whole, and # approvals, authorizations and filings required to be made by or obtained by Buyer as set forth in [Section 5.3].

The Intellectual Property # is and at all times has been in material compliance with the Laws; # is in compliance in all material respects with all the Authorizations, and Seller has not received any notice # of adverse finding, untitled letter or other correspondence or notice from any governmental authority alleging or asserting noncompliance with any Laws or Authorizations with respect to the Intellectual Property, including any warning letter from a Regulatory Agency containing any unresolved issues concerning noncompliance with any Laws or Authorizations, # of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental authority or third party alleging that the Intellectual Property is in violation of any Laws or Authorizations, and no such governmental authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; and # that any governmental authority has taken, is taking, or intends to take action to limit, suspend, modify or revoke any Authorizations with respect to the Intellectual Property and it has no knowledge that such governmental authority is considering such action.

the required notices, consents, Permits, waivers authorizations, orders and other approvals listed in [Schedule 6.3(d)(iv)], and all such notices, consents, Permits, waivers, authorizations, orders and other approvals will be in full force and effect and not be subject to the satisfaction of any condition that has not been satisfied or waived; and