Common use of All Necessary Permits Clause in Contracts

All Necessary Permits. Each of the Company and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

All Necessary Permits. Each of the Company and the Subsidiaries its subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and the Subsidiaries its subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company or the Subsidiaries its subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

All Necessary Permits. Each of the Company and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

All Necessary Permits. Each of the Company and the Subsidiaries possess possesses all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described set forth in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Offering Memorandum (“Permits”), and each Permit is in full force and effect, except where the failure to possess such Permits in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each ; each of the Company and the each of its Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to perform such obligations would not, individually or as disclosed in the aggregateTime of Sale Document and the Final Offering Memorandum, reasonably be expected to have a Material Adverse Effect. No no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit thereof or has resulted, or after notice or lapse of time would result, results in any other material impairment of the rights of the holder of any such Permit, Permit except where such revocation in each case as described in the Time of Sale Document and the Final Offering Memorandum or termination as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None ; no Permit contains a materially burdensome restriction not adequately disclosed in the Time of Sale Document and the Final Offering Memorandum; and none of the Company or the any of its Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation that would cause the termination, suspension, cancellation, nonrenewal or modification of any such Permit, or the imposition of any penalty or fine, except in each case as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum or except where such revocation or modification as would not, individually or in the aggregate, have a Material Adverse Effect.

All Necessary Permits. Each of the Company and the Subsidiaries its subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (“"Permits”"), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each ; each of the Company and the Subsidiaries its subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ; no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would reasonably be expected to result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None ; and none of the Company or the Subsidiaries its subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

All Necessary Permits. Each of the Company and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and except for such Permits required under the Merger Agreement that will be obtained on or prior to the Closing Date. Each of the Company and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

All Necessary Permits. Each of the Company and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each ; each of the Company and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ; no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None ; and none of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in the Time of Sale Document and the Final Offering Memorandum, as applicable, the Company and the Subsidiaries (i) are, and at all times have been, in compliance with all Applicable Laws relating to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product manufactured or distributed by the Company or the Subsidiaries, except where such noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) have not received any U.S. Food and Drug Administration (“FDA”) Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting non-compliance with (x) any such Applicable Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws, except, in each case, where the receipt of any such notice or other correspondence would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

All Necessary Permits. Each of the Company and the Subsidiaries its subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its their respective properties and to carry on its their respective businesses as now or proposed to be conducted as described set forth in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus (“Permits”), except where the failure to possess obtain such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each ; each of the Company and the Subsidiaries its subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, Permits except where the failure to fulfill or perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Effect and no event has occurred which that allows, or after notice or lapse of time would allow, revocation or termination of any such Permit thereof or has resultedresults, or after notice or lapse of time would result, result in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None ; and none of the Company or the Subsidiaries its subsidiaries has received or has any reason to believe that it has received or will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus or except where such revocation or modification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

All Necessary Permits. Each of the Company and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Circular (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each ; each of the Company and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to so fulfill and perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ; to the knowledge of the Company and the Subsidiaries, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None ; and none of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Circular or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

All Necessary Permits. Each Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except with respect to the consents required to complete the Company’s acquisition of the Target Entities, each of the Company and the Subsidiaries and, to the knowledge of the Company, the Target Entities, possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each ; each of the Company and the Subsidiaries Subsidiaries, and, to the knowledge of the Company, the Target Entities, has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to perform such obligations so do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ; no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, Permit except where any such revocation or termination event that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None ; and none of the Company or the Subsidiaries Subsidiaries, nor, to the knowledge of the Company, the Target Entities, has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

All Necessary Permits. Each of the Company and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each ; each of the Company and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure US-DOCS\102962941.8 to perform have fulfilled or performed such obligations Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ; no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation revocation, termination or termination impairment would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None ; and none of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

All Necessary Permits. Each of the Company and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus Final Offering Circular (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each ; each of the Company and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to fulfill or perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ; no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None ; and none of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus Final Offering Circular or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

All Necessary Permits. Each of the Company and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and except for such Permits required under the Acquisition Agreement that will be obtained on or prior to the Closing Date. Each of the Company and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

All Necessary Permits. Each of the Company and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental AuthoritiesAuthorities (including Health Canada), presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Shelf Prospectus and the Prospectus Supplement (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each ; each of the Company and the Subsidiaries has fulfilled and performed all of its obligations with respect to any such Permits, except where the failure to perform have fulfilled or performed such obligations Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ; no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would, except where such revocation, termination or impairment would not, individually or in the aggregate, have a Material Adverse Effect result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None ; and none of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except except, in each instance, as described in the Registration Statement, the Time of Sale Shelf Prospectus and the Prospectus Supplement or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

All Necessary Permits. Each of the Company The Offerors and the Subsidiaries possess have all licenses, permits, certificateseasements, consents, orderslicenses, approvals franchises and other governmental and regulatory authorizations fromfrom all appropriate federal, and has made all declarations and filings withstate, all Governmental Authorities, presently required local or other public authorities ("Permits") as are necessary to own or lease, as the case may be, and to operate its lease their properties and to carry on its conduct their businesses as now or proposed to be conducted as in the manner described in and contemplated by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus (“Permits”or, if the Prospectus is not in existence, any Preliminary Prospectus), except where the failure to possess have such Permits would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. Each material adverse effect upon the condition (financial or otherwise), earnings, business, affairs, prospects or results of operations of the Company Offerors and the Subsidiaries has fulfilled on a consolidated basis. All material Permits are in full force and performed effect and each of the Offerors and the Subsidiaries are in all of its obligations with respect to such Permitsmaterial respects complying therewith, except where the failure to perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No and no event has occurred which that allows, or after notice or lapse of time would allow, revocation or termination of any such Permit thereof or has resulted, or after notice or lapse of time would result, will result in any other material impairment of the rights of the holder of any such material Permit, except where subject in each case to such revocation or termination would not, individually or qualification as may be adequately disclosed in the aggregateProspectus (or, reasonably be expected to have a Material Adverse Effectif the Prospectus is not in existence, any Preliminary Prospectus). None No material Permit contains any restriction that would materially impair the ability of the Company or the Subsidiaries to conduct their businesses in the manner consistent with their past practices. Neither the Offerors nor any of the Subsidiaries has received notice or otherwise has any reason to believe it will receive any notice knowledge of any proceeding or action relating to the revocation or modification of any such material Permit, except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

All Necessary Permits. Each of the Company The Offerors and the Subsidiaries possess have all licenses, permits, certificateseasements, consents, orderslicenses, approvals franchises and other governmental and regulatory authorizations fromfrom all appropriate federal, and has made all declarations and filings withstate, all Governmental Authorities, presently required local or other public authorities (“Permits”) as are necessary to own or lease, as the case may be, and to operate its lease their properties and to carry on its conduct their businesses as now or proposed to be conducted as in the manner described in and contemplated by the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus (“Permits”or, if the Prospectus is not in existence, any Preliminary Prospectus), except where the failure to possess have such Permits would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. Each material adverse effect upon the condition (financial or otherwise), earnings, business, affairs, prospects or results of operations of the Company Offerors and the Subsidiaries has fulfilled on a consolidated basis. All material Permits are in full force and performed effect and each of the Offerors and the Subsidiaries are in all of its obligations with respect to such Permitsmaterial respects complying therewith, except where the failure to perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No and no event has occurred which that allows, or after notice or lapse of time would allow, revocation or termination of any such Permit thereof or has resulted, or after notice or lapse of time would result, will result in any other material impairment of the rights of the holder of any such material Permit, except where subject in each case to such revocation or termination would not, individually or qualification as may be adequately disclosed in the aggregateProspectus (or, reasonably be expected to have a Material Adverse Effectif the Prospectus is not in existence, any Preliminary Prospectus). None No material Permit contains any restriction that would materially impair the ability of the Company or the Subsidiaries to conduct their businesses in the manner consistent with their past practices. Neither the Offerors nor any of the Subsidiaries has received notice or otherwise has any reason to believe it will receive any notice knowledge of any proceeding or action relating to the revocation or modification of any such material Permit, except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

All Necessary Permits. Each of the Company and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum (“Permits”), except where the failure to possess such Permits would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each ; each of the Company and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, except where the failure to fulfill and perform such obligations would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ; no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would for revocations and terminations that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None ; and none of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum or except where such revocation or modification would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

All Necessary Permits. Each of the Company Company, Parent and the Subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its their respective properties and to carry on its their respective businesses as now or proposed to be conducted as described set forth in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum (“Permits”), except where the failure to possess obtain such Permits would not, individually or in the aggregate, reasonably be by expected to have a Material Adverse Effect. Each ; each of the Company Company, Parent and the Subsidiaries has fulfilled and performed all of its obligations with respect to such Permits, Permits except where the failure to fulfill or perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Effect and no event has occurred which that allows, or after notice or lapse of time would allow, revocation or termination of any such Permit thereof or has resultedresults, or after notice or lapse of time would result, result in any other material impairment of the rights of the holder of any such Permit, except where such revocation or termination would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None ; and none of the Company Company, Parent or the Subsidiaries has received or has any reason to believe that it has received or will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.