Common use of Compliance; Permits Clause in Contracts

Compliance; Permits. (a) Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of (and has not received any notices of violation with respect to), any law, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, and the Company is not aware of any such conflict, default or violation thereunder, except in each case for any such conflicts, defaults or violations which could not reasonably be expected to have a Company Material Adverse Effect. (b) The Company and its Subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being conducted (collectively, the "Company Permits"). The Company Permits are in full force and effect, have not been violated in any respect that would have a Company Material Adverse Effect and, to the best knowledge of the Company, no suspension, revocation or cancellation thereof has been threatened and there is no action, proceeding or investigation pending or, to the Company's knowledge, threatened regarding suspension, revocation or cancellation of any Company Permits, except where the suspension, revocation or cancellation of such Company Permits could not reasonably be expected to have a Company Material Adverse Effect.

Compliance; Permits. (a) Neither the The Company nor any of its Subsidiaries is not in conflict with, or in default or violation of (and has not received any notices of violation violation. with respect to), any law, rule, regulation, order, judgment or decree applicable to the Company or by which it or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, and the Company is not aware has no knowledge of any such conflict, default or violation thereunder, except in each case for any such conflicts, defaults or violations which could that is not reasonably be expected to currently having or would not have a Company Material Adverse EffectEffect on the Company. (b) The Company and its Subsidiaries hold holds all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being conducted (collectively, the "“Company Permits"”). The Company Permits are in full force and effect, have not been violated in any respect that is currently having or would have a Company Material Adverse Effect and, to the best knowledge of on the Company, and no suspension, revocation or cancellation thereof has been threatened and there is no action, proceeding or investigation pending or, to the Company's knowledge, threatened regarding suspension, revocation or cancellation of any Company Permits, except where the suspension, revocation or cancellation of such Company Permits could would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Compliance; Permits. (a) Neither the The Company nor any of its Subsidiaries is not in conflict with, or in default or violation of (and has not received any notices of violation violation. with respect to), any law, rule, regulation, order, judgment or decree applicable to the Company or by which it or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, and the Company is not aware has no knowledge of any such conflict, default or violation thereunder, except in each case for any such conflicts, defaults or violations which could that is not reasonably be expected to currently having or would not have a Company Material Adverse EffectEffect on the Company. (b) The Company and its Subsidiaries hold holds all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being conducted (collectively, the "“Company Permits"”). The Company Permits are in full force and effect, have not been violated in any respect that is currently having or would have a Company Material Adverse Effect and, to the best knowledge of on the Company, and no suspension, revocation or cancellation thereof has been threatened and there is no action, proceeding or investigation pending or, to the Company's ’s knowledge, threatened regarding suspension, revocation or cancellation of any Company Permits, except where the suspension, revocation or cancellation of such Company Permits could would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Compliance; Permits. (a) Neither the The Company nor any of its Subsidiaries is not in conflict with, or in default or violation of (and has not received any notices of violation violation. with respect to), any law, rule, regulation, order, judgment or decree applicable to the Company or by which it or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, and the Company is not aware has no knowledge of any such conflict, default or violation thereunder, except in each case for any such conflicts, defaults or violations which could that is not reasonably be expected to currently having or would not have a Company Material Adverse EffectEffect on the Company. (b) The Company and its Subsidiaries hold holds all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being conducted (collectively, the "Company Permits"). The Company Permits are in full force and effect, have not been violated in any respect that is currently having or would have a Company Material Adverse Effect and, to the best knowledge of on the Company, and no suspension, revocation or cancellation thereof has been threatened and there is no action, proceeding or investigation pending or, to the Company's knowledge, threatened regarding suspension, revocation or cancellation of any Company Permits, except where the suspension, revocation or cancellation of such Company Permits could would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Compliance; Permits. (a) Neither the The Company nor any of its Subsidiaries is and has been in conflict with, or compliance with and is not in default or violation of (and has not received any notices notice of material non-compliance, default or violation with respect to), ) any law, rule, regulation, order, judgment or decree applicable to the Company or by which any of its Subsidiaries or by which its or any of their respective properties is bound or affected, and the Company is not aware of any such conflictnon-compliance, default or violation thereunder, except in each case for any such conflicts, defaults or violations which could not reasonably be expected to have a Company Material Adverse Effect. (b) The Company and its Subsidiaries hold holds all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being currently conducted (collectively, the "Company Permits"), except for failures to hold such Company Permits which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on the Company. The Company Permits are in full force and effect, have not been violated in any respect that would have a Company Material Adverse Effect and, to the best knowledge of the CompanyParent's Knowledge, no suspension, revocation or cancellation thereof has been threatened threatened, and there is no action, proceeding or investigation pending or, to Parent's Knowledge, threatened, seeking the Company's knowledge, threatened regarding suspension, revocation or cancellation of any Company Permits, except where the such failure to be in full force and effect or such violation, suspension, revocation revocation, cancellation, action, proceeding or cancellation of such Company Permits could not investigation would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse EffectEffect on the Company. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement.

Compliance; Permits. (a) Neither the The Company nor any of and its Subsidiaries is are and have been in conflict with, or material compliance with and are not in material default or violation of (and has have not received any notices notice of material non-compliance, default or violation with respect to), ) any law, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, and the Company is not aware of any such conflictmaterial non-compliance, default or violation thereunder, except in each case for any such conflicts, defaults or violations which could not reasonably be expected to have a Company Material Adverse Effect. (b) The Company and its Subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being currently conducted (collectively, the "Company Permits"). The Company Permits are in full force and effect, have not been violated in any material respect that would have a Company Material Adverse Effect and, to the best knowledge of the Company, no suspension, revocation or cancellation thereof has been threatened threatened, and there is no action, proceeding or investigation pending or, to the Company's knowledge, threatened regarding threatened, seeking the suspension, revocation or cancellation of any Company Permits, except where . No Company Permit shall cease to be effective as a result of the suspension, revocation or cancellation consummation of such Company Permits could not reasonably be expected to have a Company Material Adverse Effectthe transactions contemplated by this Agreement.

Compliance; Permits. (a) Neither the The Company nor any of and its Subsidiaries is are and have been in conflict with, or material compliance with and are not in material default or violation of (and has have not received any notices notice of material non-compliance, default or violation with respect to), ) any law, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, and the Company is not aware of any such conflictmaterial non-compliance, default or violation thereunder, except in each case for any such conflicts, defaults or violations which could not reasonably be expected to have a Company Material Adverse Effect. (b) The Company and its Subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being currently conducted (collectively, the "“Company Permits"”). The Company Permits are in full force and effect, have not been violated in any material respect that would have a Company Material Adverse Effect and, to the best knowledge of the Company, no suspension, revocation or cancellation thereof has been threatened threatened, and there is no action, proceeding or investigation pending or, to the Company's ’s knowledge, threatened regarding threatened, seeking the suspension, revocation or cancellation of any Company Permits, except where . No Company Permit shall cease to be effective as a result of the suspension, revocation or cancellation consummation of such Company Permits could not reasonably be expected to have a Company Material Adverse Effectthe transactions contemplated by this Agreement.

Compliance; Permits. (a) Neither the The Company nor any of and its Subsidiaries is are and have been in conflict with, or compliance with and are not in default or violation of (and has have not received any notices notice of non-compliance, default or violation with respect to), ) any law, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, and the Company is not aware of any such conflictnon-compliance, default or violation thereunder, except in each case for any such conflicts, defaults or violations which could not reasonably be expected to have a Company Material Adverse Effect. (b) The Company and its Subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being currently conducted (collectively, the "Company PermitsCOMPANY PERMITS"). The Company Permits are in full force and effect, have not been violated in any material respect that would have a Company Material Adverse Effect and, to the best knowledge of the Company, no suspension, revocation or cancellation thereof has been threatened threatened, and there is no action, proceeding or investigation pending or, to the Company's knowledge, threatened regarding threatened, seeking the suspension, revocation or cancellation of any Company Permits, except where . No Company Permit shall cease to be effective as a result of the suspension, revocation or cancellation consummation of such Company Permits could not reasonably be expected to have a Company Material Adverse Effectthe transactions contemplated by this Agreement.

Compliance; Permits. (a) Neither No member of the Company nor any of its Subsidiaries Group is in conflict with, or in default or violation of of: (and has not received i) any notices of violation with respect to), any law, rule, regulation, order, judgment Law or decree Order applicable to the Company Group or any member thereof, or by which any of its properties is bound or affected; or (ii) any Contract to which the Company Group or any member thereof is a party or by which the Company Group or any of its Subsidiaries or by which its or any of their each entity’s respective properties is bound or affected, and the Company is not aware of any such conflict, default or violation thereunder, except in each case for any such conflicts, defaults or violations which could of such Laws, Orders or Contracts that (individually or in the aggregate) would not have or reasonably be expected to have a an Company Material Adverse Effect. No Governmental Entity has indicated in writing to the Company Group an intention to conduct an investigation or review against the Company Group, and, to the Knowledge of Company, no investigation or review by any Governmental Entity is pending or overtly threatened against the Company Group, other than, in each such case, those the outcome of which would not, individually or in the aggregate, have or reasonably be expected to have an Company Material Adverse Effect. (b) The Company and its Subsidiaries hold Group holds all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that which are material to the operation of the business of the Company Group as currently conducted (collectively, the “Company Permits”). To the Knowledge of Company, the Company Group is in compliance in all material respects with the terms of each of the Company Permits. (c) The Company Group is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Company Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its Subsidiaries taken as a whole business as it is now being conducted (collectively, the "Company Permits"). The Company Permits are in full force and effect, have not been violated in any respect that would have a Company Material Adverse Effect and, to the best knowledge of the Company, no suspension, revocation or cancellation thereof has been threatened and there is no action, proceeding or investigation pending or, to the Company's knowledge, threatened regarding suspension, revocation or cancellation of any Company Permitsconducted, except where the suspension, revocation or cancellation of failure to have such Company Permits could not Approvals would not, individually or in the aggregate, have or reasonably be expected to have a an Company Material Adverse Effect.

Compliance; Permits. (a) Neither the The Company nor any of and its Subsidiaries is are and have been in conflict with, or material compliance with and are not in material default or violation of (and has have not received any notices notice of material non-compliance, default or violation with respect to), ) any law, rule, regulation, order, judgment or decree Law applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affectedaffected (including, without limitation, federal or state criminal or civil health care Laws and the Company is not aware regulations promulgated pursuant to such Laws and Laws relating to unlawful practice of any such conflict, default medicine or violation thereunder, except in each case for any such conflicts, defaults or violations which could not reasonably be expected to have a Company Material Adverse Effectother professionally licensed activities). (b) The Company and its Subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders EXECUTION COPY and other approvals from Governmental Entities that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being currently conducted (collectively, the "Company Permits"). The Company Permits are in full force and effect, have not been violated in any material respect that would have a Company Material Adverse Effect and, to the best knowledge of the Company's Knowledge, no suspension, revocation or cancellation thereof has been threatened threatened, and there is no action, proceeding or investigation pending or, to the Company's knowledgeKnowledge, threatened regarding threatened, seeking the suspension, revocation or cancellation of any Company Permits. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, except where the suspension, revocation or cancellation of such Company Permits could other than as would not reasonably be expected to have a Company Material Adverse Effect.

Compliance; Permits. (a) Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of (and has not received any notices of violation with respect to), any (i) law, rule, rule or regulation, or (ii) order, judgment or decree applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, and the Company is not aware of any such conflict, default or violation thereunder, except in each case for thereunder (other than any such conflicts, defaults or violations which under (i) of this Section 3.11(a) that have not had and could not reasonably be expected to have a Company Material Adverse Effect). (b) The Company and its Subsidiaries hold all permits, licenses, easementsease ments, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities any arbitrator, court, nation, government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial regulatory or administrative functions of, or pertaining to, government that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being conducted (collectively, the "Company Permits"). The Company Permits are in full force and effect, have not been violated in any respect that would have a Company Material Adverse Effect and, to the best knowledge of the Company, and no suspension, revocation or cancellation thereof has been threatened and there is no action, proceeding or investigation pending or, to the Company's knowledge, or threatened regarding suspension, revocation or cancellation of any Company Permits, except where the suspension, revocation or cancellation of such Company Permits could not reasonably be expected to have a Company Material Adverse EffectPermit.

Compliance; Permits. (ai) Neither The Company and the Company nor any of its Subsidiaries is are, and since December 31, 2011, have been, in conflict with, or in default or violation of (and has not received any notices of violation compliance with respect to), any law, rule, regulation, order, judgment or decree all Laws applicable to the Company or any of its Subsidiaries Company Subsidiary or by which its any property or asset of the Company or any of their respective properties Company Subsidiary is bound bound, except for such non-compliance that would not, individually or affectedin the aggregate, and have a Material Adverse Effect. No investigation, charge, assertion or review by any Governmental Entity with respect to the Company or any Company Subsidiary is not aware pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Entity alleged any violation of any such conflict, default Laws or violation thereunder, except in each case for indicated an intention to conduct any such conflictsinvestigation, defaults charge, assertion or review of the Company or any Company Subsidiary, which has not been resolved except for (A) such investigations, charges, assertions, reviews or notifications of violations the outcome of which could not reasonably be expected to would not, individually or in the aggregate, have a Company Material Adverse Effect, and/or (B) such investigations or reviews in the trading in the securities of the Company related to the Merger. (bii) The Company and its the Company Subsidiaries hold have all permits, licenses, easements, variancesauthorizations, exemptions, certificates, orders, consents, certificatesapprovals, authorizationsgrants, registrations, orders clearances and other approvals franchises from Governmental Entities that are material to the operation of the business of (“Licenses”) necessary for the Company and its Subsidiaries taken each Company Subsidiary to lawfully own, lease and operate their respective properties and assets, and to carry on and lawfully operate their respective businesses as a whole as it is now being conducted (collectivelythe “Company Licenses”), except for any such Licenses the "absence of which would not, individually or in the aggregate, have a Material Adverse Effect. All Company Permits"). The Company Permits Licenses are valid and in full force and effect, have not been violated in any respect that would have a Company Material Adverse Effect and, to the best knowledge of the Company, no suspension, revocation or cancellation thereof has been threatened and there is no action, proceeding or investigation pending or, to the Company's knowledge, threatened regarding suspension, revocation or cancellation of any Company Permits, except where the suspensionfailure to be valid or in full force and effect would not, revocation individually or cancellation of such Company Permits could not reasonably be expected to in the aggregate, have a Material Adverse Effect. The Company and each Company Subsidiary is in compliance with the terms of the Company Licenses, except for such non-compliance that would not, individually or in the aggregate, have a Material Adverse Effect.

Compliance; Permits. (a) Neither the The Company nor any of and its Subsidiaries is are and have been in conflict with, or material compliance with and are not in material default or violation of (and has have not received any notices notice of material non-compliance, default or violation with respect to), ) any law, rule, regulation, order, judgment or decree Law applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affectedaffected (including, without limitation, federal or state criminal or civil health care Laws and the Company is not aware regulations promulgated pursuant to such Laws and Laws relating to unlawful practice of any such conflict, default medicine or violation thereunder, except in each case for any such conflicts, defaults or violations which could not reasonably be expected to have a Company Material Adverse Effectother professionally licensed activities). (b) The Company and its Subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being currently conducted (collectively, the "Company Permits"). The Company Permits are in full force and effect, have not been violated in any material respect that would have a Company Material Adverse Effect and, to the best knowledge of the Company's Knowledge, no suspension, revocation or cancellation thereof has been threatened threatened, and there is no action, proceeding or investigation pending or, to the Company's knowledgeKnowledge, threatened regarding threatened, seeking the suspension, revocation or cancellation of any Company Permits. No Company Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement, except where the suspension, revocation or cancellation of such Company Permits could other than as would not reasonably be expected to have a Company Material Adverse Effect.

Compliance; Permits. (a) Neither the Company nor any of its Subsidiaries is not in conflict with, or in default or violation of (of, and has not received been given notice of any notices of conflict or default or violation with respect to)of, any law, rule, regulation, order, judgment or decree Legal Requirements applicable to the Company it or by which any of its Subsidiaries or by which its or any of their respective properties is are bound or affected, and except where failure to do so would not constitute, individually or in the Company is not aware of any such conflictaggregate, default or violation thereunder, except in each case for any such conflicts, defaults or violations which could not reasonably be expected to have a Company Material Adverse EffectEffect on Company. (b) The No investigation or review by any Governmental Entity is pending or, to the knowledge of Company, threatened against Company nor, to Company’s knowledge, has any Governmental Entity indicated an intention to conduct the same. (c) Without limiting the foregoing, Company has not exported or transmitted any of its products or any other materials to any country to which such export or transmission is restricted by any Legal Requirements, without first having obtained all necessary and its Subsidiaries hold appropriate United States and foreign government Approval, except where failure to do so would not constitute, individually or in the aggregate, a Material Adverse Effect on Company. (d) Company holds all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material related to the operation of the business of Company in the Company and its Subsidiaries taken as a whole as manner it is now presently being conducted operated (collectively, the "“Company Permits"”), except where failure to do so would not constitute, individually or in the aggregate, a Material Adverse Effect on Company. (e) Section 2.6(e) of the Company Schedule contains a list of all Company Permits, together with the date each such Company Permit will expire in accordance with its terms. The Each Company Permits are Permit is valid and in full force and effect, have effect and will not been violated in any respect that would have a Company Material Adverse Effect and, expire prior to the best knowledge expiration date indicated in Section 2.6(e) of the CompanyDisclosure Schedule. The Company is in compliance in all material respects with each Company Permit. Except as set forth in Section 2.6(e) of the Company Schedule, there are no suspensionclaims, revocation actions, suits or cancellation thereof has been threatened and there is no action, proceeding or investigation proceedings pending or, to the Company's ’s knowledge, threatened regarding against Company or reasonably expected to occur, that could result in the termination, revocation, limitation, suspension, revocation restriction or cancellation impairment of any Company PermitsPermit, except where or the suspensionimposition of any fine, revocation penalty or cancellation other sanctions for violation of such any Legal Requirement relating to any Company Permits could not reasonably be expected to have a Company Material Adverse EffectPermit.

Compliance; Permits. (a) Neither the The Company nor any of its Subsidiaries is not in conflict with, or in default or violation of (and has not received any notices of violation violation. with respect to), any law, rule, regulation, order, judgment or decree applicable to the Company or by which it or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, and the Company is not aware has no knowledge of any such conflict, default or violation thereunder, except in each case for any such conflicts, defaults or violations which could that is not reasonably be expected to currently having or would not have a Company Material Adverse Effect. (b) Effect on the Company. The Company and its Subsidiaries hold holds all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being conducted (collectively, the "“Company Permits"”). The Company Permits are in full force and effect, have not been violated in any respect that is currently having or would have a Company Material Adverse Effect and, to the best knowledge of on the Company, and no suspension, revocation or cancellation thereof has been threatened and there is no action, proceeding or investigation pending or, to the Company's knowledge, threatened regarding suspension, revocation or cancellation of any Company Permits, except where the suspension, revocation or cancellation of such Company Permits could would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Compliance; Permits. (a) Neither Each of the Company nor any and its subsidiaries, and each of its Subsidiaries is and its subsidiaries' properties and operations, are and have since inception been in conflict withcompliance with all foreign, or in default or violation federal, state and local statutes, laws, rules, regulations, ordinances, orders, judgments, decrees and other authorizations and approvals of Governmental Entities (and has not received any notices of violation with respect tocollectively, "Laws"), any law, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries subsidiaries or by which any of its or any of their respective its subsidiaries' properties or operations is bound or affected, except for such failures to comply that have not had and would not have, individually or in the Company is not aware of any such conflictaggregate, default or violation thereunder, except in each case for any such conflicts, defaults or violations which could not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice or other communication (whether written or oral) from any Governmental Entity regarding any actual, alleged, possible or potential violation of, or any failure to comply with, any Law. (b) The Each of the Company and its Subsidiaries hold subsidiaries possesses all permits, licenses, easements, variances, exemptions, consents, certificatesfranchises, authorizationsorders, registrationsapprovals, orders certifications, registrations and other approvals authorizations from Governmental Entities that are material necessary to the operation of the enable it to continue to own, lease, operate and use its assets and properties and conduct its business of the Company and its Subsidiaries taken as a whole as it is now being presently conducted (collectively, the "Company Permits"), except for such Company Permits the absence of which have not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. The All of the Company Permits are valid and in full force and effect, have not been violated and the Company has no reason to believe that any Governmental Entity will revoke, cancel, rescind, refuse to renew in the ordinary course or modify any respect that would have a of the Company Material Adverse Effect andPermits, nor is any proceeding pending for any such purpose. Each of the Company and its subsidiaries is in compliance in all material respects with the terms of the Company Permits and with all material requirements, standards and procedures of the Governmental Entities which issued them, and with any limitation or, to the best knowledge of the Company, no suspension, revocation or cancellation thereof has been threatened and there is no action, proceeding or investigation pending or, to the Company's knowledge, threatened regarding suspension, revocation or cancellation of proposed limitation on any Company Permits, except where the suspension, revocation or cancellation of such Company Permits could not reasonably be expected to have a Company Material Adverse EffectPermit.

Compliance; Permits. (a) Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of (and has not received any notices of violation with respect to), any (i) law, rule, rule or regulation, or (ii) order, judgment or decree applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, and the Company is not aware of any such conflict, default or violation thereunder, except in each case for thereunder (other than any such conflicts, defaults or violations which under (i) of this Section 3.11(a) that have not had and could not reasonably be expected to have a Company Material Adverse Effect). (b) The Company and its Subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities any arbitrator, court, nation, government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial regulatory or administrative functions of, or pertaining to, government that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being conducted (collectively, the "Company Permits"). The Company Permits are in full force and effect, have not been violated in any respect that would have a Company Material Adverse Effect and, to the best knowledge of the Company, and no suspension, revocation or cancellation thereof has been threatened and there is no action, proceeding or investigation pending or, to the Company's knowledge, or threatened regarding suspension, revocation or cancellation of any Company Permits, except where the suspension, revocation or cancellation of such Company Permits could not reasonably be expected to have a Company Material Adverse EffectPermit.

Compliance; Permits. (a) Neither the The Company nor any of its Subsidiaries is not in conflict with, or in default or violation of (and has not received any notices of violation violation. with respect to), any law, rule, regulation, order, judgment or decree applicable to the Company or by which it or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, and the Company is not aware has no knowledge of any such conflict, default or violation thereunder, except in each case for any such conflicts, defaults or violations which could that is not reasonably be expected to currently having or would not have a Company Material Adverse Effectmaterial adverse effect on the Company. (b) The To the Company's knowledge, the Company and its Subsidiaries hold holds all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as it is now being conducted (collectively, the "Company PermitsCOMPANY PERMITS"). The Company Permits are in full force and effect, have not been violated in any respect that is currently having or would have a Company Material Adverse Effect and, to the best knowledge of material adverse effect on the Company, and no suspension, revocation or cancellation thereof has been threatened and there is no action, proceeding or investigation pending or, to the Company's knowledge, knowledge threatened regarding suspension, revocation or cancellation of any Company Permits, except where the suspension, revocation or cancellation of such Company Permits could would not reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the Company.