Common use of Authorizations and Licenses Clause in Contracts

Authorizations and Licenses. (a) Corporation and each of its Subsidiaries own, possess or have obtained all material Authorizations that are required by Law in connection with the operation of the business of Corporation and each of its Subsidiaries as presently conducted, or in connection with the ownership, operation or use of Corporation’s assets. (b) Corporation or its Subsidiaries, as applicable, (i) lawfully hold, own or use, and have complied with in all material respects, all such Authorizations, (ii) each such Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course; (iii) to the knowledge of Corporation, there are no facts, events or circumstances that may reasonably be expected to result in a failure to obtain or failure to be in compliance with all Authorizations as are necessary to conduct the business of Corporation or its Subsidiaries; and (iv) to the knowledge of Corporation, no event has occurred which, with the giving of notice, lapse of time or both, could constitute a default under, or in respect of, any Authorization. (c) No action, investigation or proceeding is pending in respect of or regarding any such Authorization and none of Corporation or any of its Subsidiaries has received notice, whether written or oral, of revocation, non-renewal or amendments of any such Authorization, or of the intention of any Person to revoke, refuse to renew or amend any such Authorization. (d) Except as disclosed in Section 17(d) of the Corporation Disclosure Letter, neither Corporation nor any of its Subsidiaries has given an undertaking or written assurance (whether legally binding or not) to any Governmental Entity (including any competition entity) under any anti-trust or similar legislation in any jurisdiction which remains current at the date of this Agreement.

Authorizations and Licenses. (a) Corporation and each of its Subsidiaries ownNeuronetics owns, possess possesses or have has obtained all material Authorizations that are required by Law in connection with the operation of the business of Corporation and each of its Subsidiaries Neuronetics as presently currently conducted, or in connection with the ownership, operation or use of Corporation’s assetsassets of Neuronetics. A list of all such material Authorizations is set forth in Section (19) of the Neuronetics Disclosure Letter. (b) Corporation or its Subsidiaries, as applicableNeuronetics, (i) lawfully holdholds, own owns or useuses, and have has complied with in all material respectswith, all such Authorizations, (ii) each such Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Courseordinary course of business without the need for Neuronetics to comply with any special rules or procedures, agree to any materially different terms or conditions or pay any amounts other than routine filing fees; (iii) to the knowledge of CorporationNeuronetics, there are no facts, events or circumstances that may reasonably be expected to result in a failure to obtain or failure to be in compliance with all or in the suspension, revocation or limitation of Authorizations as are necessary to conduct the business of Corporation or its SubsidiariesNeuronetics; and (iv) to the knowledge of CorporationNeuronetics, no event has occurred which, with the giving of notice, lapse of time or both, could constitute a default under, or in respect of, any of Authorization. (c) No actionProceeding is pending, investigation or proceeding is pending to the knowledge of Neuronetics, threatened, against Neuronetics in respect of or regarding any such Authorization and none of Corporation Authorization, including to modify, suspend, terminate or any of its Subsidiaries otherwise limit such Authorization. Neuronetics has not received notice, whether written or oral, of revocation, non-renewal or material amendments of any such Authorization, or of the intention of any Person to revoke, refuse to renew or materially amend any such Authorization. (d) Except as disclosed in Section 17(d) . There are no facts or circumstances which are likely to lead to the revocation, suspension, or limitation of any Authorization or to prevent Neuronetics from obtaining any Authorization required for the Corporation Disclosure Letter, neither Corporation nor any conduct of its Subsidiaries business. Neuronetics is not in default and there has given an undertaking been no material breach or written assurance violation, and there is no pending breach or violation, by Neuronetics, of any Authorizations and all of such Authorizations are held by Neuronetics free and clear of any Liens (whether legally binding or not) to any Governmental Entity (including any competition entity) under any anti-trust or similar legislation in any jurisdiction which remains current at the date of this Agreementother than Permitted Liens).

Authorizations and Licenses. (a) Corporation The Company and each of its Subsidiaries own, possess or have obtained all material Authorizations that are required by Law in connection with the operation of the business of Corporation the Company and each of its Subsidiaries as presently conducted, or in connection with the ownership, operation or use of Corporation’s assetsthe Company Assets, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company. (b) Corporation The Company or its Subsidiaries, as applicable, : (i) lawfully hold, own or use, and have complied with in all material respectswith, all such AuthorizationsAuthorizations that are required by Law in connection with the operation of the business of the Company and each of its Subsidiaries as presently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company; (ii) each such Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course; (iii) to the knowledge of Corporationthe Company, there are no facts, events or circumstances that may reasonably be expected to result in a failure to obtain or failure to be in compliance with all Authorizations as are necessary to conduct the business of Corporation the Company or its Subsidiaries; and (iv) to the knowledge of Corporationthe Company, no event has occurred which, with the giving of notice, lapse of time or both, could constitute a default under, or in respect of, any Authorization, except, in each case, as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company. (c) No To the knowledge of the Company, no action, investigation or proceeding is pending in respect of or regarding any such Authorization and none of Corporation the Company or any of its Subsidiaries has received notice, whether written or oral, of revocation, non-renewal or amendments of any such Authorization, or of the intention of any Person to revoke, refuse to renew or amend any such Authorization, except, in each case, as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company. (d) Except as disclosed in Section 17(d) of Neither the Corporation Disclosure Letter, neither Corporation Company nor any of its Subsidiaries has given an undertaking or written assurance (whether legally binding or not) to any Governmental Entity (including any competition entityauthority) under any anti-trust or similar legislation in any jurisdiction which remains current at the date of this Agreement.

Authorizations and Licenses. (a) Corporation The Company and each of its Subsidiaries ownSubsidiaries, possess or have obtained as applicable, hold all material Authorizations that are required by Law and the Network Rules in connection with (i) the operation of the business of Corporation their businesses as currently conducted and each of its Subsidiaries as presently conducted, or in connection with (ii) the ownership, operation or use of Corporation’s their properties and assets. (b) Corporation or its Subsidiaries, as applicable, (i) lawfully except in each case where the failure to hold, own own, possess, obtain or usecomply would not, and individually or in the aggregate, reasonably be expected to have complied with in all material respects, all such Authorizations, (ii) each such a Material Adverse Effect. Each Material Authorization is valid and in full force and effect, effect in accordance with its terms and is renewable by its terms or in the Ordinary Course; (iii) to . To the knowledge of Corporation, there are no facts, events or circumstances that may reasonably be expected to result in a failure to obtain or failure to be in compliance with all Authorizations as are necessary to conduct the business of Corporation or its Subsidiaries; and (iv) to the knowledge of CorporationCompany, no event has occurred which, with the giving of notice, lapse of time or both, could would reasonably be expected to constitute a default under, or in respect of, any such Material Authorization. (c) , except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No actionProceeding is pending, investigation or proceeding is pending to the knowledge of the Company, threatened, in respect of or regarding any such Authorization Material Authorization, and none of Corporation the Company or any of its Subsidiaries has received notice, whether written or oral, of nor, to the knowledge of the Company has occurred any event that has resulted, or would reasonably be expected to result in, the termination, revocation, suspension, non-renewal renewal, cancellation, or material amendments of any such Material Authorization, or of the intention of any Person to revoke, suspend, refuse to renew or materially amend any such Material Authorization. , or of any violation or potential violation of any such Material Authorization, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and assuming compliance with the matters referred to in Paragraph (d4) Except above; provided however that material amendments to Material Authorizations may be required as disclosed in Section 17(d) a result of the Corporation Disclosure Letter, neither Corporation transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries has given an undertaking or received any written assurance (whether legally binding or not) to notification from any Governmental Entity asserting that the Company or any of its Subsidiaries is under investigation for any material noncompliance with any Material Authorizations. (including any competition entityb) under any anti-trust or similar legislation in any jurisdiction Section 3.1(18)(b) of the Company Disclosure Letter sets forth each Financial Services License and Gaming Authorization held by the Company and its Subsidiaries, except for such Financial Services Licenses and Gaming Authorizations the failure of which remains current at the date of this Agreementto hold would not have a Material Adverse Effect.

Authorizations and Licenses. (a) Corporation Freedom and each of its Subsidiaries FMDI, as applicable, own, possess or have obtained all material Authorizations (including all Authorizations issued by the CRTC and ISED Canada) that are required by Law in connection with the operation of the business of Corporation and each of its Subsidiaries Freedom Business as presently conducted, or in connection with the ownership, operation or use of Corporation’s assetsthe Freedom Assets, respectively, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Corporation or its SubsidiariesFreedom and FMDI, as applicable, (i) lawfully hold, own or use, and have complied with in all material respectswith, all such Authorizations, (ii) each except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course; (iii) to . To the knowledge of CorporationFreedom, except as disclosed in Schedule 3.1(15) of the Disclosure Letter (i) there are no facts, events or circumstances that may reasonably be expected to result in a failure to obtain or failure to be in compliance with all Authorizations as are necessary to conduct the business of Corporation or its Subsidiaries; and Freedom Business, (ivii) to the knowledge of Corporation, no event has occurred which, with the giving of notice, lapse of time or both, could constitute a default under, or in respect of, any Authorization, and (iii) to the knowledge of Freedom, none of Shaw or any of its Subsidiaries have received written notice of any actual or alleged breach of or default under such Authorizations, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) No To the knowledge of Freedom, no action, investigation or proceeding is pending in respect of or regarding any such Authorization and none of Corporation Shaw or any of its Subsidiaries has received notice, whether written or oral, of revocation, non-renewal or material amendments of any such Authorization, or of stating the intention of any Person to revoke, refuse to renew or materially amend any such Authorization. (d) Except as disclosed in Section 17(d) of the Corporation Disclosure Letter, neither Corporation nor any of its Subsidiaries has given an undertaking or written assurance (whether legally binding or not) to any Governmental Entity (including any competition entity) under any anti-trust or similar legislation in any jurisdiction which remains current at the date of this Agreement.

Authorizations and Licenses. (a) Corporation The Company and each of its Subsidiaries Subsidiaries, as applicable, own, possess or have obtained all material Authorizations (including all Authorizations issued by the CRTC and ISED Canada) that are required by Law in connection with the operation of the business of Corporation the Company and each of its Subsidiaries as presently conducted, or in connection with the ownership, operation or use of Corporation’s assetsthe Company Assets, respectively, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Corporation or The Company and its Subsidiaries, as applicable, (i) lawfully hold, own or use, and have complied with in all material respectswith, all such Authorizations, (ii) each except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course; (iii) to . To the knowledge of Corporationthe Company, (i) there are no facts, events or circumstances that may reasonably be expected to result in a failure to obtain or failure to be in compliance with all Authorizations as are necessary to conduct the business of Corporation the Company or its Subsidiaries; and , (ivii) to the knowledge of Corporation, no event has occurred which, with the giving of notice, lapse of time or both, could constitute a default under, or in respect of, any Authorization, and (iii) to the knowledge of the Company, none of the Company and its Subsidiaries have received written notice of any actual or alleged breach of or default under such Authorizations, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) No To the knowledge of the Company, no action, investigation or proceeding is pending in respect of or regarding any such Authorization and none of Corporation the Company or any of its Subsidiaries has received notice, whether written or oral, of revocation, non-renewal or material amendments of any such Authorization, or of stating the intention of any Person to revoke, refuse to renew or materially amend any such Authorization. (d) Except as disclosed in Section 17(d) of the Corporation Disclosure Letter, neither Corporation nor any of its Subsidiaries has given an undertaking or written assurance (whether legally binding or not) to any Governmental Entity (including any competition entity) under any anti-trust or similar legislation in any jurisdiction which remains current at the date of this Agreement.