Common use of Approvals, Licenses and Authorizations Clause in Contracts

Approvals, Licenses and Authorizations. (a) Except as set forth in Section 2.3(a) of the Disclosure Schedule, no order, license, consent, waiver, authorization or approval of, or exemption by, or the giving of notice to, or the registration with, or the taking of any other action in respect of, any Person not a party to this Agreement, including any Governmental Entity, and no filing, recording, publication or registration in any public office or any other place is now, or under existing law in the future will be, necessary on behalf of the Seller or any of the Shareholders to authorize the execution, delivery and performance of this Agreement or any other agreement contemplated hereby to be executed and delivered by the Seller or any of the Shareholders and the consummation of the transactions contemplated hereby or thereby (including, but not limited to, assignment of the Transferred Assets), or to effect the legality, validity, binding effect or enforceability thereof. (b) All licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Entities required or necessary for the Seller to carry on its business in the places and in the manner currently conducted have been duly obtained and are in full force and effect. No violations are in existence or have been recorded with respect to such licenses, permits or other authorizations and no proceeding is pending or, to the best knowledge of the Seller and each of the Shareholders, threatened with respect to the revocation or limitation of any of such licenses, permits or other authorizations. The Seller has complied with all laws, rules, regulations and orders applicable to it, and all rules, regulations and orders respecting the provision of services by the Seller.

Approvals, Licenses and Authorizations. (a) Except as set forth in Section 2.3(a) of the Disclosure Scheduleon Schedule 3.03(a), no order, license, consent, waiver, authorization or approval of, or exemption by, or the giving of notice to, or the registration with, or the taking of any other action in respect of, any Person not a party to this Agreement, including any Governmental Entity, and no filing, recording, publication or registration in any public office or any other place is now, or under existing law in the future will be, necessary on behalf of the Seller or any of the Shareholders to to (b) authorize the execution, delivery and performance of this Agreement or any other agreement contemplated hereby to be executed and delivered by the Seller or any of the Shareholders them and the consummation of the transactions contemplated hereby or thereby (including, but not limited to, assignment of the Transferred Assets), or to effect the legality, validity, binding effect or enforceability thereof. (bc) All Schedule 3.03(b) contains a list of all licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Entities required or necessary for the Seller to carry on its business the Business in the places and in the manner currently conducted have been duly obtained and obtained, are in full force and effect. No Except as set forth on Schedule 3.03(b), no violations are in existence or have been recorded since December 31, 2009 with respect to such licenses, permits or other authorizations and no proceeding is pending or, to the best knowledge of the Seller and each of the ShareholdersSeller, threatened with respect to the revocation or limitation of any of such licenses, permits or other authorizations. The Seller has complied with all laws, rules, regulations and orders applicable to itthe Business, and all rules, regulations and orders respecting the provision of services by the Seller.

Approvals, Licenses and Authorizations. (a) Except as set forth in Section 2.3(a) of the Disclosure Scheduleon Schedule 3.03(a), no order, license, consent, waiver, authorization or approval of, or exemption by, or the giving of notice to, or the registration with, or the taking of any other action in respect of, any Person not a party to this Agreement, including any Governmental Entity, and no filing, recording, publication or registration in any public office or any other place is now, or under existing law in the future will be, necessary on behalf of the Seller or any of the Shareholders to authorize the execution, delivery and performance of this Agreement or any other agreement contemplated hereby to be executed and delivered by the Seller or any of the Shareholders them and the consummation of the transactions contemplated hereby or thereby (including, but not limited to, assignment of the Transferred Assets), or to effect the legality, validity, binding effect or enforceability thereof. (b) All Schedule 3.03(b) contains a list of all material licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Entities required or necessary for the Seller to carry on its business the Business in the places and in the manner currently conducted have been duly obtained and obtained, are in full force and effect. No Except as set forth on Schedule 3.03(b), no violations are in existence or have been recorded since January 1, 2007 with respect to such licenses, permits or other authorizations and no proceeding is pending or, to the best knowledge of the Seller and each of the ShareholdersSeller, threatened with respect to the revocation or limitation of any of such licenses, permits or other authorizations. The Seller has complied with all laws, rules, regulations and orders applicable to itthe Business, and all rules, regulations and orders respecting the provision of services by the Seller, except for violations that would not have a Material Adverse Effect.

Approvals, Licenses and Authorizations. (a) Except as set forth in Section 2.3(a) of the Disclosure Schedule, no No order, license, consent, waiver, permit, authorization or approval of, or exemption by, or the giving of notice to, or the qualification, registration with, or the taking of any other action in respect of, any Person not a party to this Agreement, Agreement including any Governmental Entity, and no filing, recording, publication or registration in any public office or any other place is now, or under existing law in the future will be, necessary on behalf of the Seller or any of the Shareholders to authorize the their execution, delivery and performance of this Agreement or any other agreement contemplated hereby to be executed and delivered by the Seller or any of the Shareholders and the consummation of the transactions contemplated hereby or thereby (including, but not limited to, including assignment of the Transferred AssetsTechnology), or to effect the legality, validity, binding effect or enforceability thereofhereof. (b) All material licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Entities required or necessary for the Seller to carry on its business the Business in the places and in the manner currently conducted have been duly obtained and are in full force and effecteffect and are set forth in Section 3.3(b) of the Disclosure Schedule (the "Permits"). No material violations are in existence or have been recorded with respect to such licensesthe Permits, permits or other authorizations and no proceeding is pending or, to the best knowledge of the Seller and each of the ShareholdersSeller, threatened with respect to the revocation or limitation of any of such licensesthe Permits. Except as set forth in Section 3.3(b) of the Disclosure Schedule, permits or other authorizations. The Seller has complied with all laws, rules, regulations and orders Laws applicable to itthe Business, and all rules, regulations and orders respecting the provision of services by the Seller, except for violations that would not have a Material Adverse Effect.