Common use of Applicable Laws and Permits Clause in Contracts

Applicable Laws and Permits. Section 4.11 of the Disclosure Letter lists (i) all licenses, permits, qualifications, certificates, franchises, approvals, authorizations, exemptions and other registrations necessary to conduct the Business as currently conducted, or to own or operate the Purchased Assets, as applicable (collectively, “Permits”), and (ii) all orders, writs, injunctions, directives, judgments, decrees, awards or other legal requirements applicable to the Business or any Purchased Assets (collectively, “Orders”). Except as listed on Section 4.11 of the Disclosure Letter and except in each case as would not have a Material Adverse Effect: (a) Sellers hold all of the Permits, each of which is in full force and effect; (b) the Business is now being, and has at all times during the preceding three (3) years been, conducted, and the Purchased Assets are, and have at all times been, owned and operated, in compliance with all Applicable Laws, Orders and Permits; (c) no Seller has received any notice of any alleged violation, breach or default of any Applicable Laws, Orders or Permits in connection with or arising out of its ownership or operation of the Business or the Purchased Assets; and (d) no loss, non-renewal or expiration of, nor any noncompliance with, any Permit is pending or threatened (including as a result of the transactions contemplated hereby), other than the expiration of such Permits in accordance with their terms.

Applicable Laws and Permits. Section Schedule 4.11 sets forth (a) a list of the Disclosure Letter lists (i) all licenses, permits, qualifications, certificates, franchises, approvals, authorizations, exemptions and other registrations necessary to conduct the Business as currently conducted, or to own or operate the Purchased Assets, as applicable (collectively, “Permits”)Permits held by Seller, and (iib) all orders, writs, injunctions, directives, judgments, decrees, or awards or other legal requirements applicable to Seller, its assets, or the Business or any Purchased Assets (collectively, “Orders”). The Selling Parties have previously made available to Buyer true, correct and complete copies of all such Permits and Orders. Except as listed on Section 4.11 of the Disclosure Letter and except in each case as would not have a Material Adverse EffectSchedule 4.11: (a) Sellers hold Seller holds all of the PermitsPermits necessary for its activities, each of which is in full force and effect; (b) the The Business is now being, and has at all times during the preceding last three (3) years years, has been, conducted, and the Purchased Assets assets of Seller are, and during the last three years, have at all times been, owned and operated, in compliance compliance, in all material respects, with all Applicable Laws, Orders and Permits; (c) no Seller has received any no written notice of any alleged violation, breach or default of any Applicable Laws, Orders or Permits in connection Permits. During the last five years, Sxxxxx has neither conducted nor initiated an internal investigation nor made a voluntary disclosure to any Governmental Authority with respect to any alleged violation of any Applicable Laws, Orders or arising out of its ownership or operation of the Business or the Purchased AssetsPermits; and (d) no loss, No loss or non-renewal or expiration of, nor of any noncompliance with, any material Permit is pending or or, to Seller’s Knowledge, threatened (including as a result of the transactions contemplated hereby), other than the expiration of such Permits in accordance with their termsand to Seller’s Knowledge, there is no reason to believe any Permit will not be renewed on substantially similar terms upon expiration.

Applicable Laws and Permits. Section 4.11 of the Disclosure Letter lists Schedule 4.09 sets forth (i) a list of all licenses, permits, qualifications, certificates, franchises, approvals, authorizations, exemptions and other registrations necessary to conduct the Business as currently conducted, or to own or operate the Purchased Business Assets, as applicable and, in each case, material to the Business (collectively, “Permits”), and (ii) all orders, writs, injunctions, directives, judgments, decrees, awards or other legal requirements applicable to the Business or any Purchased Assets (collectively, “Orders”)) applicable to Seller, the Business or any Business Assets. Except as listed on Section 4.11 of the Disclosure Letter and except in each case as would not have a Material Adverse EffectSchedule 4.09: (a) Sellers hold Seller holds any and all of the Permits, each of which is in full force and effect; (b) the Business is now being, and has at all times during the preceding three (3) years been, conducted, and the Purchased Business Assets are, and have at all times been, owned and operated, in compliance with all Applicable Laws, Orders and Permits, except where the failure to do so would not have a Material Adverse Effect; (c) no to the Knowledge of Seller, Seller has received any notice of is not subject to any alleged violation, breach Breach or default of any Applicable Laws, Orders or Permits in connection with or arising out of its ownership or operation of the Business or the Purchased AssetsPermits; and (d) no loss, non-renewal or expiration of, nor any noncompliance with, any Permit is pending or threatened in writing (including as a result of the transactions contemplated herebyContemplated Transactions), other than the expiration of such Permits in accordance with their terms.

Applicable Laws and Permits. Section 4.11 of the Disclosure Letter lists Schedule 4.12 sets forth (i) a list of all material licenses, permits, qualifications, certificates, franchises, approvals, authorizations, exemptions and other material registrations necessary to conduct own or operate, consistent with the Company’s past practices, the Company’s assets or the Business as currently conducted, or to own or operate the Purchased AssetsReal Property, as applicable (collectively, “Permits”), and (ii) all orders, writs, injunctions, directives, judgments, decrees, decrees and awards or other legal requirements applicable to Company, its assets or the Business or any Purchased Assets to the Real Property (collectively, “Orders”). Except as listed on Section 4.11 of the Disclosure Letter and except in each case as would not have a Material Adverse EffectSchedule 4.12: (a) Sellers hold The Company holds all of the material Permits, each of which is in full force and effect, copies of which have been delivered to or made available to Buyer and none of the Permits are held by or in the name of Real Estate Seller or any other Related Party of the Company; (b) Except for such non-compliance as would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, the Business is now being, and has at all times during the preceding three (3) years been, conducted, and the Purchased Assets assets of Company and the Real Property are, and have at all times been, owned and operated, in compliance with all Applicable Laws, Orders and Permits; (c) no Seller Company has not received any written notice of any alleged violation, breach or default of any Applicable Laws, Orders or Permits in connection with Permits, except for such instances where an alleged violation, breach or arising out of its ownership or operation of the Business or the Purchased Assetsdefault would not have a Material Adverse Effect; and (d) To the Knowledge of the Company, no loss, non-renewal or expiration of, nor any noncompliance with, any Permit is pending or threatened (including as a result of the transactions contemplated hereby), other than the expiration of any such Permits Permit in accordance with their its terms, and no such loss, non-renewal or expiration has occurred since January 1, 2014.

Applicable Laws and Permits. Section Schedule 4.11 sets forth a list of the Disclosure Letter lists (i) all licenses, permits, qualifications, certificates, franchises, approvals, authorizations, exemptions and other registrations necessary to conduct the Business as currently conducted, or to own or operate the Purchased Assets, as applicable (collectively, “Permits”)Permits held by Company, and (ii) all orders, writs, injunctions, directives, judgments, decrees, or awards or other legal requirements applicable to Company, its assets, or the Business or any Purchased Assets (collectively, “Orders”). Company has previously made available to Buyer true, correct and complete copies of all such Permits and Orders. Except as listed on Section 4.11 of the Disclosure Letter and except in each case as would not have a Material Adverse EffectSchedule 4.11: (a) Sellers hold Company holds all of the PermitsPermits necessary for its activities in all material respects, each of which is in full force and effect; (b) the The Business is now being, and has at all times during the preceding last three (3) years years, has been, conducted, and the Purchased Assets assets of Company are, and during the last three years, have at all times been, owned and operated, in compliance in all material respects with all Applicable Laws, Orders and Permits; (c) no Seller Company has received any no written notice of any alleged violation, breach or default of any Applicable Laws, Orders or Permits in connection Permits. During the last five years, Company has neither conducted nor initiated an internal investigation nor made a voluntary disclosure to any Governmental Authority with respect to any alleged violation of any Applicable Laws, Orders or arising out of its ownership or operation of the Business or the Purchased AssetsPermits; and (d) no loss, No loss or non-renewal or expiration of, nor any noncompliance with, of any Permit is pending or threatened (including as a result of the transactions contemplated hereby), other than and there is no reason to believe any Permit will not be renewed on substantially similar terms upon expiration, except where such losses or non-renewals could not reasonably be expected to be material to the expiration Company or the conduct of such Permits in accordance with their termsthe Business.