Common use of Authorizations; Compliance Clause in Contracts

Authorizations; Compliance. The Company and its -------------------------- Subsidiaries have obtained all Authorizations that are necessary to carry on their businesses as currently conducted, except for any such Authorizations as to which, individually or in the aggregate, the failure to possess could not reasonably be expected to have a Material Adverse Effect on the Company. Such Authorizations are in full force and effect, have not been violated in any respect that could reasonably be expected to have a Material Adverse Effect on the Company and there is no action, proceeding or investigation pending or, to the Knowledge of the Company, threatened regarding suspension, revocation or cancellation of any such Authorization, except in the case of any suspension, revocation or cancellation of any such Authorization that could not reasonably be expected to have a Material Adverse Effect on the Company.

Authorizations; Compliance. The Company and its -------------------------- Subsidiaries have obtained all Authorizations that are necessary to carry on their businesses as currently conducted, except for any such Authorizations as to which, individually or in the aggregate, the failure to possess could not reasonably be expected to have a Material Adverse Effect on the Company. Such Authorizations are in full force and effect, have not been violated in any respect that could reasonably be expected to have a Material Adverse Effect on the Company and there is no action, proceeding or investigation pending or, to the Knowledge of the Company, threatened regarding suspension, revocation or cancellation of any such AuthorizationAuthorizations, except in the case of for any suspensionsuspensions, revocation AGREEMENT AND PLAN OF MERGER -10- revocations or cancellation cancellations of any such Authorization that Authorizations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.

Authorizations; Compliance. (a) The Company and its -------------------------- Subsidiaries have has obtained all Authorizations that are necessary to carry on their its businesses as currently conducted, except for any such Authorizations as to which, individually or in the aggregate, the failure to possess could not reasonably be expected to have a Material Adverse Effect on the Company. Such Authorizations are in full force and effect, have not been violated in any respect that could reasonably be expected to have a Material Adverse Effect on the Company and there is no action, proceeding or investigation pending or, to the Knowledge of the Company, threatened regarding suspension, revocation or cancellation of any such AuthorizationAuthorizations, except in the case of for any suspensionsuspensions, revocation revocations or cancellation cancellations of any such Authorization that Authorizations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.

Authorizations; Compliance. The Company and its -------------------------- Subsidiaries have Acquiror has obtained all Authorizations that are necessary to carry on their its businesses as currently conducted, except for any such Authorizations as to whichwhich the failure to possess, individually or in the aggregate, the failure to possess could not reasonably be expected to have a Material Adverse Effect on the CompanyAcquiror. Such Authorizations are in full force and effect, have not been violated in any respect that could reasonably be expected to have a Material Adverse Effect on the Company Acquiror and there is no action, proceeding or investigation pending or, to the Knowledge of the Company, or threatened regarding suspension, revocation or cancellation of any of such AuthorizationAuthorizations, except in the case of any suspension, revocation or cancellation of any such Authorization Authorizations that could not reasonably be expected to have a Material Adverse Effect on the CompanyAcquiror.

Authorizations; Compliance. The Company and its -------------------------- Subsidiaries have obtained all Authorizations that are necessary to carry on their businesses as currently AGREEMENT AND PLAN OF MERGER conducted, except for any such Authorizations as to which, individually or in the aggregate, the failure to possess could not reasonably be expected to have a Material Adverse Effect on the Company. Such Authorizations are in full force and effect, have not been violated in any respect that could reasonably be expected to have a Material Adverse Effect on the Company and there is no action, proceeding or investigation pending or, to the Knowledge of the Company, threatened regarding suspension, revocation or cancellation of any such AuthorizationAuthorizations, except in the case of for any suspensionsuspensions, revocation revocations or cancellation cancellations of any such Authorization that Authorizations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.

Authorizations; Compliance. (a) The Company and its -------------------------- Subsidiaries have obtained all Authorizations that are necessary to carry on their businesses as currently conducted, except for any such Authorizations as to which, individually or in the aggregate, the failure to possess could not reasonably be expected to have a Material Adverse Effect on the Company. Such Authorizations are in full force and effect, have not been violated in any respect that could AGREEMENT AND PLAN OF MERGER -15- reasonably be expected to have a Material Adverse Effect on the Company and there is no action, proceeding or investigation pending or, to the Knowledge of the Company, threatened regarding suspension, revocation or cancellation of any such AuthorizationAuthorizations, except in the case of for any suspensionsuspensions, revocation revocations or cancellation cancellations of any such Authorization that Authorizations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.

Authorizations; Compliance. The Company and its -------------------------- Subsidiaries have obtained all Authorizations that are necessary to carry on their businesses as currently conducted, except for any such Authorizations as to which, individually or in the aggregate, the failure to possess could not reasonably be expected to have a Material Adverse Effect on the Company. Such Authorizations are in full force and effect, have not been violated in any respect that could reasonably be expected to have a Material Adverse Effect on the Company and there is no action, proceeding or investigation pending or, to the Knowledge of the Company, threatened regarding suspension, revocation or cancellation of any such AuthorizationAuthorizations, except in the case of for any suspensionsuspensions, revocation revocations or cancellation cancellations of any such Authorization that Authorizations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.