Common use of Compliance; Licenses and Permits Clause in Contracts

Compliance; Licenses and Permits. (a) Except as set forth in Schedule 4.11(a), each of the Company and its Subsidiaries is (and has been at all times since January 1, 2009) in compliance in all material respects with all Applicable Laws. Neither the Company nor any of its Subsidiaries or Affiliates has received any written communication or, to the Knowledge of the Company, any oral communication that any Proceeding, investigation or review by any Governmental Entity with respect to the Business is pending or threatened with respect to any material violation of Applicable Law. (b) Each of the Company and its Subsidiaries holds all federal, state, local, provincial and foreign governmental licenses, consents, authorizations, registrations, waivers, privileges, exemptions, qualifications, quotas, certificates, filings, franchises, notices, rights and permits that are necessary to conduct their respective businesses in all material respects as are presently being conducted or for the lawful ownership of their respective properties and assets (collectively, the “Permits”). Except as set forth in Schedule 4.11(b) or as would not interfere in any material respect with the conduct of the Business as presently conducted, (i) all Permits are in full force and effect, (ii) no violations have occurred or have been recorded in respect of any of the Permits, (iii) no Proceeding is pending or, to the Knowledge of the Company, threatened to revoke, suspend or limit any of the Permits and (iv) the consummation of the Merger and the transactions contemplated by this Agreement will not result in the non-renewal, revocation, lapse, suspension or termination of any of the Permits.

Compliance; Licenses and Permits. (a) Except as set forth in Schedule 4.11(a)Section 3.12 of the Disclosure Schedule, each of the Company and its Subsidiaries is (and has been at all times since January 1, 2009) in compliance in all material respects with all Applicable Laws. Neither Laws applicable to the Company nor Company, any of its Subsidiaries or Affiliates has received any written communication ortheir respective businesses, except for failures to comply which, individually or in the Knowledge of the Companyaggregate, any oral communication that any Proceeding, investigation or review by any Governmental Entity with respect would not reasonably be expected to the Business is pending or threatened with respect to any material violation of Applicable Lawhave a Company Material Adverse Effect. (b) Each of the Company and its Subsidiaries holds all federal, state, local, provincial local and foreign governmental licenses, consents, authorizations, registrations, waivers, privileges, exemptions, qualifications, quotas, certificates, filings, franchises, notices, rights licenses and permits that are necessary to conduct their respective businesses in all material respects as are presently being conducted conducted, except for such licenses and permits the failure to hold which, individually or for in the lawful ownership of their respective properties and assets (collectivelyaggregate, the “Permits”)would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.12 of the Disclosure Schedule 4.11(b) and except for breaches, violations, revocations, limitations, non-renewals and failures to be in full force and effect which, individually or as in the aggregate, would not interfere in any material respect with the conduct of the Business as presently conductedreasonably be expected to have a Company Material Adverse Effect, (i) all Permits such licenses and permits are in full force and effect, (ii) no material violations have occurred are or have been recorded in respect of any of the Permitsthereof, (iii) no Proceeding proceeding is pending or, to the Knowledge knowledge of the Company, threatened in writing, to revoke, suspend revoke or limit any of the Permits thereof and (iv) the consummation of the Merger and the transactions contemplated by this Agreement will not result in the non-renewal, revocation, lapse, suspension revocation or termination of any of the Permitssuch license or permit.

Compliance; Licenses and Permits. (a) Except as set forth in Schedule 4.11(a)Section 3.11(a) of the Disclosure Schedule, each of the Company and its Subsidiaries is (and has been at all times since January 1, 2009) 2008 and continues to be operated in compliance in all material respects with all Applicable Laws. Neither Laws applicable to the Company nor Company, any of its Subsidiaries or Affiliates has received any written communication ortheir respective businesses, to the Knowledge of the Company, any oral communication that any Proceeding, investigation or review by any Governmental Entity with respect to the Business is pending or threatened with respect to any material violation of Applicable Lawoperations and assets. (b) Each of the Company and its Subsidiaries holds all federal, state, local, provincial local and foreign governmental licenses, consents, authorizations, registrations, waivers, privileges, exemptions, qualifications, quotas, certificates, filings, franchises, notices, rights licenses and permits that are necessary to conduct their respective businesses in all material respects as are presently being conducted conducted, except for such licenses and permits the failure to hold which would not, individually or for in the lawful ownership of their respective properties and assets (collectivelyaggregate, the “Permits”)reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Schedule 4.11(bSection 3.11(b) or as would not interfere in any material respect with the conduct of the Business as presently conductedDisclosure Schedule and except for breaches, violations, revocations, limitations, non-renewals and failures to be in full force and effect which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) all Permits such licenses and permits are in full force and effect, (ii) no violations have occurred are or have been recorded in respect of any of the Permits, thereof and (iii) no Proceeding proceeding is pending or, to the Knowledge knowledge of the Company, threatened in writing, to revoke, suspend revoke or limit any of the Permits and (iv) the consummation of the Merger and the transactions contemplated by this Agreement will not result in the non-renewal, revocation, lapse, suspension or termination of any of the Permitsthereof.

Compliance; Licenses and Permits. (a) Except as set forth in Schedule 4.11(a)Section 3.11 (a) of the Disclosure Schedule, each of the Company and its Subsidiaries is (and has been at all times since January 1, 2009) in compliance in all material respects with all Applicable Laws. Neither Laws applicable to the Company nor Company, any of its Subsidiaries or Affiliates their respective businesses, except for failures to comply which individually or in the aggregate has received any written communication or, not had and would not reasonably be expected to the Knowledge of the Company, any oral communication that any Proceeding, investigation or review by any Governmental Entity with respect to the Business is pending or threatened with respect to any material violation of Applicable Lawhave a Company Material Adverse Effect. (b) Each of the Company and its Subsidiaries holds all federal, state, local, provincial local and foreign governmental licenses, consents, authorizations, registrations, waivers, privileges, exemptions, qualifications, quotas, certificates, filings, franchises, notices, rights licenses and permits that are necessary to conduct their respective businesses in all material respects as are presently being conducted conducted, except for such licenses and permits the failure to hold which individually or for in the lawful ownership of their respective properties aggregate has not had and assets (collectively, the “Permits”)would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.11 (b) of the Disclosure Schedule 4.11(b) and except for breaches, violations, revocations, limitations, non-renewals and failures to be in full force and effect which individually or as in the aggregate has not had and would not interfere in any material respect with the conduct of the Business as presently conductedreasonably be expected to have a Company Material Adverse Effect, (i) all Permits such licenses and permits are in full force and effect, (ii) no material violations have occurred are or have been recorded in respect of any of the Permitsthereof, (iii) no Proceeding proceeding is pending or, to the Knowledge knowledge of the Company, threatened in writing, to revoke, suspend revoke or limit any of the Permits thereof and (iv) the consummation of the Merger and the transactions contemplated by this Agreement will not result in the non-renewal, revocation, lapse, suspension revocation or termination of any of the Permitssuch license or permit.

Compliance; Licenses and Permits. (a) Except as set forth in Schedule 4.11(a)Section 3.11(a) of the Disclosure Schedule, each of the Company and its Subsidiaries is (and has been at all times since January 1, 2009) in compliance in all material respects with all Applicable Laws. Neither Laws applicable to the Company nor Company, any of its Subsidiaries or Affiliates has received any written communication ortheir respective businesses, except for failures to comply with such Laws that, individually or in the Knowledge of the Companyaggregate, any oral communication that any Proceeding, investigation or review by any Governmental Entity with respect would not reasonably be expected to the Business is pending or threatened with respect to any material violation of Applicable Lawhave a Company Material Adverse Effect. (b) Each of the Company and its Subsidiaries holds all federal, state, local, provincial local and foreign governmental licensesapprovals, consents, authorizations, registrations, waivers, privileges, exemptions, qualifications, quotas, certificates, filings, franchises, notices, rights licenses and permits that are necessary to conduct their respective businesses in all material respects and own and operate their respective property as are presently being conducted and presently proposed to be conducted, except for such licenses and permits the failure of which to hold, individually or for in the lawful ownership of their respective properties and assets (collectivelyaggregate, the “Permits”)would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.11(b) of the Disclosure Schedule 4.11(b) and except for breaches, violations, revocations, limitations, non-renewals and failures to be in full force and effect that, individually or as in the aggregate, would not interfere in any material respect with the conduct of the Business as presently conductedreasonably be expected to have a Company Material Adverse Effect, (i) all Permits such licenses and permits are in full force and effect, (ii) no violations have occurred are or have been recorded in respect of any of the Permitsthereof, (iii) no Proceeding proceeding is pending or, to the Knowledge knowledge of the Company, threatened threatened, to revoke, suspend revoke or limit any of the Permits thereof and (iv) the consummation of the Merger and the transactions contemplated by this Agreement will not result in the non-renewal, revocation, lapse, suspension revocation or termination of any of the Permitssuch license or permit.

Compliance; Licenses and Permits. (a) Except as set forth in Schedule 4.11(a)Section 3.11(a) of the Disclosure Schedule, each of the Company and its Subsidiaries is (and has been at all times since January 1, 2009) in compliance in all material respects with all Applicable Laws. Neither Laws applicable to the Company nor Company, any of its Subsidiaries or Affiliates their respective businesses, except for failures to comply which individually or in the aggregate has received any written communication or, not had and would not reasonably be expected to the Knowledge of the Company, any oral communication that any Proceeding, investigation or review by any Governmental Entity with respect to the Business is pending or threatened with respect to any material violation of Applicable Lawhave a Company Material Adverse Effect. (b) Each of the Company and its Subsidiaries holds all federal, state, local, provincial local and foreign governmental licenses, consents, authorizations, registrations, waivers, privileges, exemptions, qualifications, quotas, certificates, filings, franchises, notices, rights licenses and permits that are necessary to conduct their respective businesses in all material respects as are presently being conducted conducted, except for such licenses and permits the failure to hold which individually or for in the lawful ownership of their respective properties aggregate has not had and assets (collectively, the “Permits”)would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.11(b) of the Disclosure Schedule 4.11(b) and except for breaches, violations, revocations, limitations, non-renewals and failures to be in full force and effect which individually or as in the aggregate has not had and would not interfere in any material respect with the conduct of the Business as presently conductedreasonably be expected to have a Company Material Adverse Effect, (i) all Permits such licenses and permits are in full force and effect, (ii) no material violations have occurred are or have been recorded in respect of any of the Permitsthereof, (iii) no Proceeding proceeding is pending or, to the Knowledge knowledge of the Company, threatened in writing, to revoke, suspend revoke or limit any of the Permits thereof and (iv) the consummation of the Merger and the transactions contemplated by this Agreement will not result in the non-renewal, revocation, lapse, suspension revocation or termination of any of the Permitssuch license or permit.