Common use of Ability to Conduct the Business Clause in Contracts

Ability to Conduct the Business. Except as may be disclosed in Schedule 3.14 hereto, there is no agreement, arrangement or understanding, nor any judgment, order, writ, injunction or decree of any court or any governmental body or agency thereof that could prevent the use by the Company or any Subsidiary of their properties and assets or the conduct by them of their businesses as of the Closing Date. Schedule 3.14 sets forth a list of all permits, licenses, certificates, approvals and other authorizations required by the Company and its Subsidiaries in connection with the operation of their respective businesses as presently conducted, all such permits, licenses, certificates, approvals and other authorizations are in force and the Company or the relevant Subsidiary, as the case may be, has complied with all of the conditions and requirements imposed by the terms thereof. Neither the Company nor any Subsidiary has received any notice of, and neither the Company nor any Subsidiary has any knowledge of, any intention on the part of any appropriate authority to cancel, revoke or modify, or any inquiries, proceedings or investigations the purpose or possible outcome of which is the cancellation, revocation or modification of any such material permit, license, certificate, authorization or approval, except as set forth on Schedule 3.14. Except as set forth in Schedule 3.14, all such permits, licenses, certificates, authorizations and approvals shall remain in full force and effect, without the requirement of any filing or the giving of any notice, and without any modification thereof, upon the consummation of the transactions contemplated by this Agreement.

Ability to Conduct the Business. Except as may be disclosed in set forth on Schedule 3.14 hereto2.18, there is no agreement, arrangement or understandingunderstanding to which the Company or any of its Subsidiaries is a party, nor any judgment, order, writ, injunction or decree Order of any court Governmental Entity directed at the Company or any governmental body of its Subsidiaries or agency thereof in which the Company or any of its Subsidiaries is named nor, to the knowledge of the Company, any other Order that reasonably could be expected to in any such case prevent the use by the Company or any Subsidiary of their its Subsidiaries of its or its Subsidiaries' assets and properties and assets or the conduct by them the Company or its Subsidiaries of their businesses its or its Subsidiaries business as of the Closing Datedate hereof. Schedule 3.14 sets forth a list Each of all permits, licenses, certificates, approvals and other authorizations required by the Company and its Subsidiaries has in connection with the operation of their respective businesses as presently conductedforce, all such permits, licenses, certificates, approvals and other authorizations are in force and the Company or the relevant Subsidiary, as the case may be, has complied with in all material respects with, all of the conditions and requirements imposed by by, all material permits, licenses, exemptions, consents, authorizations and approvals used in or required for the terms thereofconduct of its business as presently conducted. Neither the Company nor any Subsidiary of its Subsidiaries has received any notice of, and neither to the Company nor any Subsidiary has any knowledge ofof the Company, any there is no intention on the part of any appropriate authority Governmental Entity to cancel, revoke or modify, or any inquiries, proceedings or investigations the purpose or possible outcome of which is the cancellation, revocation or modification of of, any such material permit, license, certificateexemption, consent, authorization or approval. To the knowledge of the Company, except as set forth on Schedule 3.14. Except as set forth in Schedule 3.14, all such permits, licenses, certificatesexemptions, consents, authorizations and approvals shall remain in full force and effect, without the requirement of any filing or the giving of any notice, and without any modification thereof, upon will not be adversely affected by the consummation of the transactions contemplated by this Agreementhereby.

Ability to Conduct the Business. Except as may be disclosed in Schedule 3.14 hereto, there There is no agreement, arrangement or understanding, nor any judgment, order, writ, injunction or decree of any court or governmental or regulatory body, agency or authority applicable to the Company or the Company’s Subsidiary or to which the Company or the Company’s Subsidiary is a party or by which either (or any governmental body of their respective properties or agency thereof assets) is bound, that could will prevent the use by the Company or any Subsidiary Surviving Corporation, after the Effective Time, of their the properties and assets owned by, the business conducted by or the conduct services rendered by them of their businesses the Company or the Company’s Subsidiary on the date hereof, in each case on substantially the same basis as of the Closing Datesame are used, owned, conducted or rendered on the date hereof. Schedule 3.14 sets forth a list of The Company and the Company’s Subsidiary have in force, and are in compliance with, in all material respects, all governmental permits, licenses, certificatesexemptions, consents, authorizations and approvals and other authorizations used in or required by for the Company and its Subsidiaries in connection with the operation conduct of their respective businesses business as presently conducted, all such permits, licenses, certificates, approvals and other authorizations are in force and the Company or the relevant Subsidiary, as the case may be, has complied with all of the conditions and requirements imposed by the terms thereof. Neither the Company nor any Subsidiary has received any notice of, and neither the Company nor any Subsidiary has any knowledge of, any intention on the part of any appropriate authority to cancel, revoke or modify, or any inquiries, proceedings or investigations the purpose or possible outcome of which is the cancellation, revocation or modification of any such material permit, license, certificate, authorization or approval, except as set forth on Schedule 3.14. Except as set forth in Schedule 3.14, all such permits, licenses, certificates, authorizations and approvals shall remain continue in full force and effect, without the requirement of any filing or the giving of any notice, notice and without any modification thereof, upon following the consummation of the transactions contemplated by this Agreementhereby. The Company and the Company’s Subsidiary have not received any notice of, and to the knowledge of the Company, the Company’s Subsidiary or any Principal Stockholder, there are no inquiries, proceedings or investigations relating to or which could result in the revocation or modification of any such permit, license, exemption, consent, authorization or approval.