Common use of Compliance; Permits Clause in Contracts

Compliance; Permits. (a) Neither Parent nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which its or any of their respective properties is bound or affected or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of Parent, threatened against Parent or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent or any of its subsidiaries. (b) Parent and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, the absence of which could not reasonably be expected to have a Material Adverse Effect on Parent (collectively, the "PARENT PERMITS"). Parent and its subsidiaries are in compliance in all material respects with the terms of the Parent Permits.

Compliance; Permits. (a) Neither Parent Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries is a party or by which Parent Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent Company to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of ParentCompany, threatened against Parent Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent the Company or any of its subsidiaries, any acquisition of material property by Parent the Company or any of its subsidiaries or the conduct of business by Parent the Company or any of its subsidiaries. (b) Parent Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, the absence of which could not reasonably be expected to have a Material Adverse Effect on Parent Company (collectively, the "PARENT COMPANY PERMITS"). Parent Company and its subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent the Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent the Company or any of its subsidiaries is a party or by which Parent the Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause have a Material Adverse Effect on the Parent to lose any material benefit Company or incur any material liabilityits subsidiaries. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of ParentSeller, threatened against Parent the Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the effect of prohibiting Company or materially impairing any business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent or any of its subsidiaries. (b) Parent The Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, Governmental Entities which are material to the absence operation of which could not reasonably be expected to have a Material Adverse Effect on Parent the business of the Company and its subsidiaries (collectively, the "PARENT PERMITS"“Company Permits”). Parent The Company and its subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent STB nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent STB or any of its subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent STB or any of its subsidiaries is a party or by which Parent STB or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (which could not reasonably be expected to have, individually or in the aggregate) would not cause , a Material Adverse Effect. To the Parent to lose any material benefit or incur any material liability. No best knowledge of STB, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of Parent, or threatened against Parent STB or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent or any of its subsidiariesa Material Adverse Effect. (b) Parent STB and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authoritiesauthorities which are material to operation of the business of STB and its subsidiaries taken as a whole (collectively, the absence "STB PERMITS"). STB and its subsidiaries are in compliance with the terms of which the STB Permits, except where the failure to so comply could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent (collectively, the "PARENT PERMITS"). Parent and its subsidiaries are in compliance in all material respects with the terms of the Parent PermitsEffect.

Compliance; Permits. (a) Neither Parent Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any material law, rule, regulation, order, judgment or decree applicable to Parent Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries is a party or by which Parent Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent Company to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of ParentCompany, threatened against Parent Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated to the Company an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent the Company or any of its subsidiaries, any acquisition of material property by Parent the Company or any of its subsidiaries or the conduct of business by Parent the Company or any of its subsidiaries. (b) Parent Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, authorities which are material to operation of the absence business of which could not reasonably be expected to have Company and its subsidiaries taken as a Material Adverse Effect on Parent whole (collectively, the "PARENT COMPANY PERMITS"). Parent Company and its subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries is a party or by which Parent Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent Company to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of ParentCompany, threatened against Parent Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated to Company an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent Company or any of its subsidiaries, any acquisition of material property by Parent Company or any of its subsidiaries or the conduct of business by Parent Company or any of its subsidiaries. (b) Parent Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, authorities which are material to operation of the absence business of which could not reasonably be expected to have Company and its subsidiaries taken as a Material Adverse Effect on Parent whole (collectively, the "PARENT COMPANY PERMITS"). Parent Company and its subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries is a party or by which Parent Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent to lose any material benefit or incur any material liabilityhave a Material Adverse Effect on Company. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of ParentCompany, threatened against Parent Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated to Company or any of its subsidiaries an intention to conduct the same, other than, in each such case, those the outcome of which could would not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any current business practice of Parent the Company or any of its subsidiaries, any acquisition of material property by Parent the Company or any of its subsidiaries or the conduct of business by Parent the Company or any of its subsidiaries. (b) Parent Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, authorities which are material to operation of the absence business of which could not reasonably be expected to have Company and its subsidiaries taken as a Material Adverse Effect on Parent whole (collectively, the "PARENT PERMITSCompany Permits"). Parent Company and its subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries is a party or by which Parent Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause be material to the Parent to lose any material benefit or incur any material liabilitybusiness of Company as currently conducted. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of ParentCompany, threatened against Parent Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated to Company or any of its subsidiaries an intention to conduct the same, other than, in each such case, those the outcome of which could would not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any current business practice of Parent the Company or any of its subsidiaries, any acquisition of material property by Parent the Company or any of its subsidiaries or the conduct of business by Parent the Company or any of its subsidiaries. (b) Parent Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, authorities which are material to operation of the absence business of which could not reasonably be expected to have Company and its subsidiaries taken as a Material Adverse Effect on Parent whole (collectively, the "PARENT PERMITSCompany Permits"). Parent Company and its subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree (each, a "LAW") applicable to Parent Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries is a party or by which Parent Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent Company to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of ParentCompany, threatened against Parent Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent or any of its subsidiaries.expected (b) Parent Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, authorities which are material to operation of the absence business of which could not reasonably be expected to have Company and its subsidiaries taken as a Material Adverse Effect on Parent whole (collectively, the "PARENT COMPANY PERMITS"). Parent Company and its subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries is a party or by which Parent Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent Company to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of ParentCompany, threatened against Parent Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated to the Company an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent the Company or any of its subsidiaries, any acquisition of material property by Parent the Company or any of its subsidiaries or the conduct of business by Parent the Company or any of its subsidiaries. (b) Parent Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, authorities which are material to operation of the absence business of which could not reasonably be expected to have Company and its subsidiaries taken as a Material Adverse Effect on Parent whole (collectively, the "PARENT COMPANY PERMITS"). Parent Company and its subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries is a party or by which Parent Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent Company to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of ParentCompany, threatened against Parent Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent the Company or any of its subsidiaries, any acquisition of material property by Parent the Company or any of its subsidiaries or the conduct of business by Parent the Company or any of its subsidiaries. (b) Parent Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, authorities which are material to operation of the absence business of which could not reasonably be expected to have Company and its subsidiaries taken as a Material Adverse Effect on Parent whole (collectively, the "PARENT COMPANY PERMITS"). Parent Company and its subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent the Company nor any of its subsidiaries is Subsidiaries nor the conduct of their respective businesses is, in any material respect, in conflict with, or in default or violation ofor, (i) any law, rule, regulation, order, judgment or decree applicable to Parent the knowledge of the Company or any of its subsidiaries Subsidiaries, violation of, any Law applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound businesses or affected or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority Governmental Entity is pending or, to the knowledge of Parentthe Company, threatened against Parent the Company or any of its subsidiariesSubsidiaries, nor has any governmental Governmental Entity indicated to the Company or regulatory body or authority indicated any of its Subsidiaries an intention to conduct the same, other than, in each such case, those . There is no Order binding upon the outcome Company or any of its Subsidiaries which has or could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent the Company or any of its subsidiariesSubsidiaries, any acquisition of material property by Parent the Company or any of its subsidiaries Subsidiaries or the conduct of business by Parent the Company or any of its subsidiariesSubsidiaries as currently conducted or presently proposed to be conducted. (b) Parent The Company and its subsidiaries Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, Governmental Entities that are material to the absence operation of which could not reasonably be expected to have a Material Adverse Effect on Parent the business of the Company and its Subsidiaries (collectively, the "PARENT PERMITS"“Company Permits”). Parent The Company and its subsidiaries Subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any material law, rule, regulation, order, judgment or decree (each, a "Law") applicable to Parent Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any Company Contract (as defined below) or any other material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries is a party or by which Parent Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of ParentCompany, threatened against Parent Company or any of its subsidiaries, nor nor, to the knowledge of Company, has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent the Company or any of its subsidiaries, any acquisition of material property by Parent the Company or any of its subsidiaries or the conduct of business by Parent the Company or any of its subsidiariessubsidiaries as currently conducted. (b) Parent Company and each of its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, authorities which are material to operation of the absence business of which could not reasonably be expected to have Company and its subsidiaries taken as a Material Adverse Effect on Parent whole (collectively, the "PARENT PERMITSCompany Permits"). Parent Company and its subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) 2.6.1 Neither Parent Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries is a party or by which Parent Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (which could not reasonably be expected to have, individually or in the aggregate) would not cause , a Material Adverse Effect on the Parent to lose any material benefit or incur any material liabilityCompany. No To the knowledge of Company, no investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of Parent, or threatened against Parent Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent or any of its subsidiaries.governmental (b) Parent 2.6.2 Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authoritiesauthorities which are material to operation of the business of Company and its subsidiaries taken as a whole (collectively, the absence "Company Permits"). Company and its subsidiaries are in compliance in all respects with the terms of which the Company Permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect on Parent (collectively, the "PARENT PERMITS")Company. Parent and its subsidiaries are in compliance in all material respects with the terms of the Parent Permits.2.7

Compliance; Permits. (a) Neither Parent Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries is a party or by which Parent Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause be material to the Parent to lose any material benefit or incur any material liabilitybusiness of Company as currently conducted. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of ParentCompany, threatened against Parent Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated to Company or any of its subsidiaries an intention to conduct the same, other than, in each such case, those the outcome of which could would not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any current business practice of Parent the Company or any of its subsidiaries, any acquisition of material property by Parent the Company or any of its subsidiaries or the conduct of business by Parent the Company or any of its subsidiaries. (b) Parent Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, authorities which are material to operation of the absence business of which could not reasonably be expected to have Company and its subsidiaries taken as a Material Adverse Effect on Parent whole (collectively, the "PARENT COMPANY PERMITS"). Parent Company and its subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent Except as set forth in Section 2.6(a) of the Company Schedule, neither Company nor any of its subsidiaries Subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent Company or any of its subsidiaries Subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries Subsidiaries is a party or by which Parent Company or any of its subsidiaries Subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent Company to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority Governmental Entity is pending or, to the knowledge of ParentCompany, threatened against Parent Company or its subsidiariesSubsidiaries, nor has any governmental or regulatory body or authority Governmental Entity indicated to Company an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice acquisition of Parent property that is material to Company and its Subsidiaries taken as a whole by Company or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries Subsidiaries or the conduct of business by Parent or any of its subsidiaries. (b) Parent Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, the absence of which could not reasonably be expected to have Subsidiaries taken as a Material Adverse Effect on Parent (collectively, the "PARENT PERMITS"). Parent and its subsidiaries are in compliance in all material respects with the terms of the Parent Permitswhole.

Compliance; Permits. (a) Neither Parent the Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent the Company or any of its subsidiaries is a party or by which Parent the Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent Company to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority is pending oris, to the knowledge of Parentthe Company, pending or threatened against Parent the Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent the Company or any of its subsidiaries, any acquisition of material property by Parent the Company or any of its subsidiaries or the conduct of business by Parent the Company or any of its subsidiaries. (b) Parent The Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, Governmental Entities which are material to operation of the absence business of which could not reasonably be expected to have the Company and its subsidiaries taken as a Material Adverse Effect on Parent whole (collectively, the "PARENT PERMITSCompany Permits"). Parent The Company and its --------------- subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or other obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of Parent, threatened against Parent or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which could would not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent or any of its subsidiaries. (b) Parent and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, the absence of which could not reasonably be expected to have a Material Adverse Effect on Parent (collectively, the "PARENT PERMITS"). Parent and its subsidiaries are in compliance in all material respects with the terms of the Parent Permits.

Compliance; Permits. (a) Neither Parent Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree (each, a "Law") applicable to Parent Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries is a party or by which Parent Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent Company to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of ParentCompany, threatened against Parent Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent the Company or any of its subsidiaries, any acquisition of material property by Parent the Company or any of its subsidiaries or the conduct of business by Parent the Company or any of its subsidiaries. (b) Parent Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, authorities which are material to operation of the absence business of which could not reasonably be expected to have Company and its subsidiaries taken as a Material Adverse Effect on Parent whole (collectively, the "PARENT PERMITSCompany Permits"). Parent Company and its subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent the Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent the Company or any of its subsidiaries is a party or by which Parent the Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent Company to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority is pending oris, to the knowledge of Parentthe Company, pending or threatened against Parent the Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent the Company or any of its subsidiaries, any acquisition of material property by Parent the Company or any of its subsidiaries or the conduct of business by Parent the Company or any of its subsidiaries. (b) Parent The Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, Governmental Entities which are material to operation of the absence business of which could not reasonably be expected to have the Company and its subsidiaries taken as a Material Adverse Effect on Parent whole (collectively, the "PARENT PERMITSCompany Permits"). Parent The Company and its subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.

Compliance; Permits. (a) Neither Parent the Company nor any of its subsidiaries is Subsidiaries nor the conduct of their respective businesses is, in any material respect, in conflict with, or in default or violation ofor, (i) any law, rule, regulation, order, judgment or decree applicable to Parent the knowledge of the Company or any of its subsidiaries Subsidiaries, violation of, any Law applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound businesses or affected or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause the Parent to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority Governmental Entity is pending or, to the knowledge of Parentthe Company, threatened against Parent the Company or any of its subsidiariesSubsidiaries, nor has any governmental Governmental Entity indicated to the Company or regulatory body or authority indicated any of its Subsidiaries an intention to conduct the same, other than, in each such case, those . There is no Order binding upon the outcome Company or any of its Subsidiaries which has or could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent the Company or any of its subsidiariesSubsidiaries, any acquisition of material property by Parent the Company or any of its subsidiaries Subsidiaries or the conduct of business by Parent the Company or any of its subsidiariesSubsidiaries as currently conducted or presently proposed to be conducted. (b) Parent The Company and its subsidiaries Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from governmental authorities, Governmental Entities that are material to the absence operation of which could not reasonably be expected to have a Material Adverse Effect on Parent the business of the Company and its Subsidiaries (collectively, the "PARENT PERMITSCompany Permits"). Parent The Company and its subsidiaries Subsidiaries are in compliance in all material respects with the terms of the Parent Company Permits.