Common use of Compliance; Permits Clause in Contracts

Compliance; Permits. (a) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, neither 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 the Company or any of its subsidiaries or by which its or any of their respective properties are bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound or affected, except for any such conflicts, defaults or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger. (b) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement and except as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger, the Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all governmental or regulatory authorities, domestic or foreign, which are necessary for the operation of the businesses of the Company and its subsidiaries as presently conducted (the "Company Permits"). The Company and its subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger.

Compliance; Permits. (a) Except as disclosed in the Company Parent SEC Reports filed and publicly available prior to the date of this Agreement, neither the Company 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 the Company Parent or any of its subsidiaries or by which its or any of their respective properties are bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Parent or any of its subsidiaries is a party or by which the Company Parent or any of its subsidiaries or its or any of their respective properties are bound or affected, except for any such conflicts, defaults or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger. (b) Except as disclosed in the Company Parent SEC Reports filed and publicly available prior to the date of this Agreement and except as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger, the Company Parent and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all governmental or regulatory authorities, domestic or foreign, which are necessary for the operation of the businesses of the Company Parent and its subsidiaries as presently conducted (the "Company Parent Permits"). The Company Parent and its subsidiaries are in compliance with the terms of the Company Parent Permits, except where the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in the Company Parent SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company Parent and its subsidiaries are not being conducted in violation of, and the Company Parent has not received any written notices or or, to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger.

Compliance; Permits. (a) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, neither Neither the Company nor any of its subsidiaries Subsidiaries is in conflict with, or in default or violation of, of (i) any law, rule, regulation, ordinance, order, judgment judgment, decree, writ or decree injunction of any national, state or provincial or local government (whether or not in the United States) or agency thereof applicable to the Company or any of its subsidiaries Subsidiaries or by which its or any of their respective assets or properties are bound or affectedis bound, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or its or any of their respective properties are bound or affectedis bound, except for any such conflicts, defaults or violations that (individually or in the aggregate) would not reasonably be expected to have a Company Material Adverse Effect. No notice, charge, claim, action or assertion has been received by the Company or any of its Subsidiaries or has been filed, commenced or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries alleging any violation of any of the foregoing. (b) No investigation or review by any Governmental Entity is, to the knowledge of the Company, pending or threatened against the Company or its Subsidiaries, nor has any Governmental Entity indicated to the Company or any of its Subsidiaries 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 Company Material Adverse Effect. (c) The Company and each of its Subsidiaries hold all Company Permits. The Company and each of its Subsidiaries have been and are in compliance in all material respects with the terms of the Company Permits and any conditions placed thereon. There is no action, proceeding, inquiry or investigation pending or, to the knowledge of the Company, threatened for or contemplating the suspension, cancellation, revocation or nonrenewal of any such permit, and to the knowledge of the Company there is no existing fact or circumstance which (with or without notice or lapse of time or both) is reasonably likely to result in the suspension, limitation, cancellation, revocation or nonrenewal of any such permit or any limitation of any such permit which would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay consummation Effect. Neither the Company nor any of its Subsidiaries has received any written or, to the knowledge of the Offer or the Merger. (b) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement and except as would notCompany, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay oral notice from any Governmental Entity that the consummation of the Offer or the Merger, the Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all governmental or regulatory authorities, domestic or foreign, which are necessary for the operation of the businesses of the Company and its subsidiaries as presently conducted (the "Company Permits"). The Company and its subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply would not, individually or transactions contemplated hereby will result in the aggregatesuspension, have a Material Adverse Effect cancellation, revocation or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation nonrenewal of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Mergersuch Company Permit.

Compliance; Permits. (a) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, neither the Company Neither Acquiror 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 the Company Acquiror or any of its subsidiaries or by which its or any of their respective properties are 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 the Company Acquiror or any of its subsidiaries is a party or by which the Company Acquiror or any of its subsidiaries or its or any of their respective properties are is bound or affected, except for any such conflicts, defaults or violations that (individually or in the aggregate) would not have a Material Adverse Effect on Acquiror. No investigation or review by any governmental or regulatory body or authority is pending or, to the knowledge of Acquiror, threatened against Acquiror or its subsidiaries, nor has any governmental or regulatory body or authority indicated to Acquiror or any of its subsidiaries an intention to conduct the same, other than, in each such case, those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent the effect of prohibiting or materially delay consummation impairing any current business practice of the Offer Acquiror or any of its subsidiaries, any acquisition of material property by the Acquiror or any of its subsidiaries or the Mergerconduct of business by the Acquiror or any of its subsidiaries. (b) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement and except as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger, the Company Acquiror and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all from governmental or regulatory authorities, domestic or foreign, authorities which are necessary for the material to operation of the businesses business of the Company Acquiror and its subsidiaries taken as presently conducted a whole (collectively, the "Company Acquiror Permits"). The Company Acquiror and its subsidiaries are in compliance in all material respects with the terms of the Company Acquiror Permits, except where the such failure so to comply would not, individually or in the aggregate, not have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreignon Company, except for violations which where such failure would not, individually or in the aggregate, not have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Mergeron Acquiror.

Compliance; Permits. (a) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, neither Neither the Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rulerule (including environmental laws), regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties are is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are is bound or affected, except for any such conflicts, defaults or violations that (individually or in the aggregate) would not cause the 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 the Company, threatened against the 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 would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent the effect of prohibiting or materially delay consummation any material business practice of the Offer Company or any of its subsidiaries, any acquisition of material property by the Company or any of its subsidiaries or the Mergerconduct of business by the Company or any of its subsidiaries in substantially the same manner as currently conducted. (b) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement and except as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger, the The Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all from governmental or regulatory authorities, domestic or foreign, authorities which are necessary for the material to operation of the businesses business of the Company and its subsidiaries taken as presently conducted a whole (each, a "COMPANY PERMIT" and collectively, the "Company PermitsCOMPANY PERMITS"). The Company and its subsidiaries are in compliance in all material respects with the terms of each of the Company Permits, except where the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger.

Compliance; Permits. (a) Except as otherwise disclosed in Section 3.6(a) of the Company SEC Reports filed and publicly available prior to the date of this AgreementDisclosure Letter, neither the Company Graduate nor any of its subsidiaries is Subsidiaries is, in any material respect, in conflict with, or in violation or breach of, or in default (with or violation ofwithout notice or lapse of time, or both) under, (i) 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 are bound or affected, Graduate Applicable Laws or (ii) any note, bond, debenture, mortgage, indenture, contract, agreement, lease, license, permit, franchise franchise, commitment or other instrument or obligation to which the Company Graduate or any of its subsidiaries Subsidiaries is a party or by which the Company Graduate or any of its subsidiaries Subsidiaries or its or any of their respective properties are or assets is bound or affected. To the knowledge of Graduate or any of its Subsidiaries, except for no action, demand, requirement, investigation or review by any such conflictsGovernmental Entity is pending or threatened against Graduate or its Subsidiaries, defaults or violations which would not, individually or in nor has any Governmental Entity indicated an intention to conduct the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Mergersame. (b) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement and except as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger, the Company Graduate and its subsidiaries hold Subsidiaries has in effect all required consents, permits, licenses, certificates, variances, exemptions, authorizations, orders and approvals of all governmental or regulatory authorities, domestic or foreign, which from Governmental Entities that are necessary for material to the operation conduct of the businesses business of the Company Graduate and its subsidiaries Subsidiaries and the use of their respective properties and assets, as presently conducted and used (collectively, the "Company “Graduate Permits"”). The Company Graduate and its subsidiaries Subsidiaries are in compliance in all material respects with the terms of the Company Graduate Permits. To the knowledge of Graduate or any of its subsidiaries, except where there is no material default under, or material violation of, any such Graduate Permit. Except as otherwise disclosed in Section 3.6(b) of the failure so to comply would notDisclosure Letter, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer Merger or any of the Merger. Except as disclosed transactions referenced in the Company SEC Reports filed and publicly available prior to the date of this Agreement, in and of itself, would not cause the businesses revocation or cancellation of any such Graduate Permit due to the violation or breach of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation terms of the Offer Graduate Permit or the Mergerterms under which the Graduate Permit was obtained.

Compliance; Permits. (a) Except as disclosed set forth in Section 2.06(a) of the Company Disclosure Schedule or the Company SEC Reports filed and publicly available prior to the date of this AgreementReports, neither 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 law applicable to the Company or any of its subsidiaries or by which its any of them or any of their respective properties are or assets 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 the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are is bound or affected, except in the case of clause (i) or clause (ii) for any such conflicts, defaults or violations which would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect Effect. The Company has not received notice of any investigation by any Governmental Authority with respect to the Company or prevent or materially delay consummation any of its subsidiaries and, to the Offer or Company’s knowledge, no such investigation is threatened, except as disclosed in the MergerCompany SEC Reports. (b) Except as disclosed set forth in Section 2.06(b) of the Company Disclosure Schedule or the Company SEC Reports filed and publicly available prior to the date of this Agreement and except as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the MergerReports, the Company and its subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, orders and approvals of all governmental or regulatory authorities, domestic or foreign, from Governmental Authorities which are necessary for material to the operation of the businesses business of the Company and its subsidiaries taken as presently a whole as it is now being conducted (collectively, the "“Company Permits"”), except where the failure to hold such Company Permits would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms of the Company Permits, except as described in the Company SEC Reports or where the failure to so to comply would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the MergerEffect.

Compliance; Permits. (a) Except as disclosed set forth in Section 2.06(a) of the Company SEC Reports filed and publicly available prior to the date of this AgreementDisclosure Schedule, neither the Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) in any material respects, 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 are is bound or affected, affected or (ii) any Company Agreement, note, bond, mortgage, indenture, credit facility, contract, agreement, letter of credit, pledge, guarantee, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are is bound or affected, affected except for any such conflicts, conflicts or defaults or violations which would not, not reasonably be expected to result in an adverse effect on the Company in excess of $50,000 individually or $100,000 in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger. (b) Except as disclosed set forth in Schedule 2.06(b) of the Company SEC Reports filed and publicly available prior Disclosure Schedule, no investigation by any Governmental Authority with respect to the date of this Agreement and except as would notCompany or its subsidiaries is pending or, individually or in to the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation knowledge of the Offer Company, threatened. Neither Company nor any of its subsidiaries is subject to any order, directive, warning letter or supervisory letter of, or agreement, memorandum of understanding or similar arrangement (including board resolutions adopted at the Mergerrequest of a regulatory authority) with, any Federal, state, local or foreign regulatory authority restricting its operations, restricting it from taking any action or requiring that certain actions be taken, and Company has no knowledge that any such order, directive, supervisory letter, agreement, memorandum of understanding or similar arrangement is threatened, contemplated or under consideration by any such regulatory authority. (c) Except as set forth in Section 2.06(c) of the Company Disclosure Schedule, the Company and its subsidiaries hold all permits, licenses, easements, variances, exemptionsexceptions, consents, certificates, orders and approvals of all governmental or regulatory authorities, domestic or foreign, from Governmental Authorities which are necessary for material to the operation of the businesses business of the Company and its subsidiaries subsidiaries, taken as presently a whole, as it is now being conducted (collectively, the "Company Permits"). The Except as set forth in Section 2.06(c) of the Company Disclosure Schedule, the Company and its subsidiaries are in compliance in all material respects with the terms of the Company Permits, except where the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger.

Compliance; Permits. (a) Except as disclosed set forth in Section 2.06(a) of the Company Disclosure Schedule or the Company SEC Reports filed and publicly available prior to the date of this AgreementDocuments, neither 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 the Company or any of its subsidiaries or by which its or any of their respective properties are is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound or affectedis bound, except for any such conflicts, defaults or violations which would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect Effect. No investigation by any Governmental Authority with respect to the Company or prevent or materially delay consummation any of its subsidiaries is pending or, to the Offer or the Merger. (b) Except Company's knowledge, threatened, except as disclosed in the Company SEC Reports filed and publicly available prior to Documents, except for investigations which, if they resulted in action being taken against the date of this Agreement and except as Company would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation Effect. (b) Except as set forth in Section 2.06(b) of the Offer Company Disclosure Schedule or the MergerCompany SEC Documents, the Company and its subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, orders and approvals of all from governmental or regulatory authorities, domestic or foreign, authorities which are necessary for material to the operation of the businesses business of the Company and its subsidiaries subsidiaries, taken as presently a whole, as it is now being conducted (collectively, the "Company Permits"), except where the failure to hold such Company Permits would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms of the Company Permits, except as described in the Company SEC Documents or where the failure to so to comply would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the MergerEffect.

Compliance; Permits. (a) Except as disclosed set forth in Section 4.17 of the Company SEC Reports filed and publicly available prior to the date of this AgreementDisclosure Schedule, neither the Company nor any of its subsidiaries is in conflict with, or in default or violation of, of (i) any law, rule, regulation, order, judgment or decree Laws applicable to the Company or any of its subsidiaries or by which its or any of their respective properties are is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Material Contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are is bound or affected, except for any such conflicts, defaults or violations that (individually or in the aggregate) would not cause the Company or any of its subsidiaries 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 the Company, threatened against 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 would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent the effect of prohibition or materially delay consummation impairing any business practice of the Offer Company or any of its subsidiaries, any acquisition of a material property by the Company or any of its subsidiaries, or the Mergerconduct of business by the Company or any of its subsidiaries. (b) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement and except as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger, the The Company and its subsidiaries hold all permits, licenseslicense, variances, exemptions, orders and approvals of all approval from governmental or regulatory authorities, domestic or foreign, which authorities that are necessary for material to the operation of the businesses business of the Company and its subsidiaries taken as presently conducted a whole (collectively, the "Company Permits"). The Company and its subsidiaries are in compliance in all material respect with the terms of the Company Permits. (c) Except for the need to obtain the Company Requisite Vote and to file the Company Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL, to the knowledge of the Company, no event or circumstance exists that would cause the Company or any of its subsidiaries to be deemed to be out of compliance with any Law or Company Permit, except where the failure to so to comply has not had and would not, individually or in the aggregate, not have a Company Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the MergerEffect.

Compliance; Permits. (a) Except as disclosed set forth in Section 4.17 of the Company SEC Reports filed and publicly available prior to the date of this AgreementDisclosure Schedule, neither the Company nor any of its subsidiaries is in conflict with, or in default or violation of, of (i) any law, rule, regulation, order, judgment or decree Laws applicable to the Company or any of its subsidiaries or by which its or any of their respective properties are is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Material Contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are is bound or affected, except for any such conflicts, defaults or violations that (individually or in the aggregate) would not cause the Company or any of its subsidiaries 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 the Company, threatened against 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 would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent the effect of prohibition or materially delay consummation impairing any business practice of the Offer Company or any of its subsidiaries, any acquisition of a material property by the Company or any of its subsidiaries, or the Mergerconduct of business by the Company or any of its subsidiaries. (b) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement and except as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger, the The Company and its subsidiaries hold all permits, licenseslicense, variances, exemptions, orders and approvals of all approval from governmental or regulatory authorities, domestic or foreign, which authorities that are necessary for material to the operation of the businesses business of the Company and its subsidiaries taken as presently conducted a whole (collectively, the "Company PermitsCOMPANY PERMITS"). The Company and its subsidiaries are in compliance in all material respect with the terms of the Company Permits. (c) Except for the need to obtain the Company Requisite Vote and to file the Company Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL, to the knowledge of the Company, no event or circumstance exists that would cause the Company or any of its subsidiaries to be deemed to be out of compliance with any Law or Company Permit, except where the failure to so to comply has not had and would not, individually or in the aggregate, not have a Company Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the MergerEffect.

Compliance; Permits. (a) Except as disclosed in Section 2.06(a) of the Company Disclosure Schedule or the Company SEC Reports filed and publicly available prior to the date of this AgreementReports, neither 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 the Company or any of its subsidiaries or by which its or any of their respective properties are 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 the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are is bound or affected, except for any such conflicts, defaults or violations which would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the MergerEffect. (b) Except as disclosed in Section 2.06(b) of the Company Disclosure Schedule or the Company SEC Reports filed and publicly available prior to the date of this Agreement and except as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the MergerReports, the Company and its subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, orders and approvals of all governmental or regulatory authorities, domestic or foreign, from Governmental Authorities which are necessary for material to the operation of the businesses business of the Company and its subsidiaries subsidiaries, taken as presently a whole, as it is now being conducted (collectively, the "Company PermitsCOMPANY PERMITS"), except where the failure to hold such Company Permits would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms of the Company Permits, except as described in the Company SEC Reports or where the failure to so to comply would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the MergerEffect.

Compliance; Permits. (a) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, neither the Neither 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 the Company or any of its subsidiaries or by which its or any of their respective properties are is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are is bound or affected, except for any such conflicts, defaults or violations that (individually or in the aggregate) would not cause the 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 Company, threatened against 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 would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent the effect of prohibiting or materially delay consummation impairing any business practice of the Offer Company or any of its subsidiaries, any acquisition of material property by the Company or any of its subsidiaries or the Mergerconduct of business by the Company or any of its subsidiaries. (b) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement and except as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger, the Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all from governmental or regulatory authorities, domestic or foreign, authorities which are necessary for the material to operation of the businesses business of the Company and its subsidiaries taken as presently conducted a whole (collectively, the "Company PermitsCOMPANY PERMITS"). The Company and its subsidiaries are in compliance in all material respects with the terms of the Company Permits, except where the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger.

Compliance; Permits. (a) Except for such conflicts, defaults and violations as disclosed in are not reasonably likely to have a Company Material Adverse Effect or otherwise prevent or materially delay the Company SEC Reports filed and publicly available prior to from performing its obligations under this Agreement or the date consummation of this Agreementthe Transactions, since December 31, 1998, neither 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 the Company or any of its subsidiaries or by which its or any of their respective assets or properties are 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 the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective assets or properties are is bound or affected, except for any such conflicts, defaults or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger. (b) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement and except as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger, the The Company and its subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, orders and approvals of all governmental or regulatory authorities, domestic or foreign, which are from Governmental Entities necessary for the operation of the businesses business of the Company and its subsidiaries taken as presently conducted a whole (collectively, the "Company PermitsCOMPANY PERMITS"), except to the extent that the failure to have any such Company Permit is not reasonably likely to have a Company Material Adverse Effect or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or the consummation of the Transactions. The Company and its subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply would not, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect or otherwise prevent or materially delay the consummation of the Offer Company from performing its obligations under this Agreement or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the MergerTransactions.

Compliance; Permits. (a) Except as disclosed in Section 2.06(a) of the Company Disclosure Schedule or the Company SEC Reports filed and publicly available prior to the date of this AgreementDocuments, neither 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 the Company or any of its subsidiaries or by which its or any of their respective properties are 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 the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are is bound or affected, except for any such conflicts, defaults or violations which would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect Effect. To the Company's knowledge, no investigation by any Governmental Authority with respect to the Company or prevent any of its subsidiaries is pending or materially delay consummation of threatened, except as disclosed in the Offer or the MergerCompany SEC Documents. (b) Except as disclosed in Section 2.06(b) of the Company Disclosure Schedule or the Company SEC Reports filed and publicly available prior to the date of this Agreement and except as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the MergerDocuments, the Company and its subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, orders and approvals of all from governmental or regulatory authorities, domestic or foreign, authorities which are necessary for material to the operation of the businesses business of the Company and its subsidiaries subsidiaries, taken as presently a whole, as it is now being conducted (collectively, the "Company Permits"), except where the failure to hold such the Company Permits would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms of the Company Permits, except as described in the Company SEC Documents or where the failure to so to comply would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the MergerEffect.

Compliance; Permits. (a) Except for such conflicts, ------------------- defaults and violations as disclosed in are not reasonably likely to have a Company Material Adverse Effect or otherwise prevent or materially delay the Company SEC Reports filed and publicly available prior to from performing its obligations under this Agreement or the date consummation of this Agreementthe Transactions, since December 31, 1998, neither 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 the Company or any of its subsidiaries or by which its or any of their respective assets or properties are 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 the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective assets or properties are is bound or affected, except for any such conflicts, defaults or violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger. (b) Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement and except as would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the Merger, the The Company and its subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, orders and approvals of all governmental or regulatory authorities, domestic or foreign, which are from Governmental Entities necessary for the operation of the businesses business of the Company and its subsidiaries taken as presently conducted a whole (collectively, the "Company Permits"), --------------- except to the extent that the failure to have any such Company Permit is not reasonably likely to have a Company Material Adverse Effect or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or the consummation of the Transactions. The Company and its subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply would not, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect or otherwise prevent or materially delay the consummation of the Offer Company from performing its obligations under this Agreement or the Merger. Except as disclosed in the Company SEC Reports filed and publicly available prior to the date of this Agreement, the businesses of the Company and its subsidiaries are not being conducted in violation of, and the Company has not received any written notices or to its knowledge, any oral notices, of violations with respect to, any law, ordinance or regulation of any governmental or regulatory authority, domestic or foreign, except for violations which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the Offer or the MergerTransactions.