Compliance. The Company is not in violation of any term of its Articles or By-Laws, as amended. Except as set forth on [Schedule 3.15], to the Company’s knowledge, the Company is not in violation of or default under any provision of: # any mortgage, indenture, contract, agreement, license, deed of trust, lease, franchise, permit or other instrument to which it is a party or by which it or any of its properties are bound and there does not exist any state of facts which constitutes an event of default or which, with notice or lapse of time or both, would constitute an event of default; or # any judgment, decree, order, statute, rule or regulation to which the Company is subject to, but excluding from the [foregoing clauses (a) and (b)])], defaults or violations which would not have a Company Material Adverse Effect or which become applicable as a result of the business or activities in which Buyer or Merger Sub is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Buyer or Merger Sub.

Compliance. The Buyer is not in violation of any term of its Certificate, as amended. To the Buyer’s knowledge, the Buyer is not in violation of or default under any provision of: # any mortgage, indenture, contract, agreement, license, deed of trust, lease, franchise, permit or other instrument to which it is a party or by which it or any of its properties are bound and there does not exist any state of facts which constitutes an event of default or which, with notice or lapse of time or both, would constitute an event of default; or # any judgment, decree, order, statute, rule or regulation to which the Buyer is subject to, but excluding from the [foregoing clauses (a) and (b)])], defaults or violations which would not have an Buyer Material Adverse Effect or which become applicable as a result of the business or activities in which Company is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Company.

Compliance. Except as disclosed on the SEC Reports or on [Schedule 3.1(l)], neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as would not have or reasonably be expected to result in a Material Adverse Effect.