Common use of Compliance with Applicable Law; Permits Clause in Contracts

Compliance with Applicable Law; Permits. Each of Acquiror and its Subsidiaries is in possession of all franchises, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of Acquiror or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Acquiror Permits”), except where the failure to have, or the suspension or cancellation of, any of Acquiror Permits could not reasonably be expected to have a Material Adverse Effect on Acquiror or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror from performing its obligations under this Agreement. As of the date of this Agreement, no suspension or cancellation of any of Acquiror Permits is pending or, to the knowledge of Acquiror, threatened, except where the failure to have, or the suspension or cancellation of, any of Acquiror Permits could not reasonably be expected to prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror from performing its obligations under this Agreement and could not reasonably be expected to have a Material Adverse Effect. Neither Acquiror nor any of its Subsidiaries is in material conflict with, or in default, breach or violation of, (a) any Law applicable to Acquiror or any of its Subsidiaries or by which any property or asset of Acquiror or any of its Subsidiaries is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Acquiror Permit, franchise or other instrument or obligation to which Acquiror or any of its Subsidiaries is a party or by which Acquiror or any of its Subsidiaries or any property or asset of Acquiror or any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror from performing its obligations under this Agreement.

Compliance with Applicable Law; Permits. Each of Acquiror the Company and its Subsidiaries is in possession of all franchises, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of Acquiror the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Acquiror Company Permits”), except where the failure to have, or the suspension or cancellation of, any of Acquiror the Company Permits could not reasonably be expected to have a Material Adverse Effect on Acquiror the Company or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror the Company from performing its obligations under this Agreement. As of the date of this Agreement, no suspension or cancellation of any of Acquiror the Company Permits is pending or, to the knowledge of Acquirorthe Company, threatened, except where the failure to have, or the suspension or cancellation of, any of Acquiror the Company Permits could not reasonably be expected to prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror the Company from performing its obligations under this Agreement and could not reasonably be expected to have a Material Adverse Effect. Neither Acquiror the Company nor any of its Subsidiaries is in material conflict with, or in default, breach or violation of, (a) any Law applicable to Acquiror the Company or any of its Subsidiaries or by which any property or asset of Acquiror the Company or any of its Subsidiaries is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Acquiror Company Permit, franchise or other instrument or obligation to which Acquiror the Company or any of its Subsidiaries is a party or by which Acquiror the Company or any of its Subsidiaries or any property or asset of Acquiror the Company or any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror the Company from performing its obligations under this Agreement.

Compliance with Applicable Law; Permits. Each Except as set forth on Schedule 3.9, (a) the business of Acquiror the Group Companies is, and its Subsidiaries is during the past three (3) years has been, operated in possession compliance in all material respects with all applicable laws, ordinances and binding orders of all franchisesGovernmental Entities (including the United States Federal Communications Commission and the United States Federal Aviation Administration), authorizations(b) all properties of the Group Companies (including the IWG Sites), other than those which are under construction, have been operated in all material respects in accordance with all Material Permits, (c) all properties of the Group Companies (including the IWG Sites) which are under construction are being constructed and (if applicable) are and have been operated in all material respects in accordance with all Material Permits and (d) no Group Company or IWG Site has been charged by any Governmental Entity or, to the Company’s knowledge, threatened with any material breach or violation of, or material default in the performance, observance or fulfillment of, any applicable law relating to the ownership, use, occupancy management, repair, construction, replacement or operation of its properties. The Group Companies hold all material permits, licenses, permitsapprovals, easementscertificates and other authorizations of and from all, variancesand have made all material declarations and filings with, exceptions, consents, certificates, approvals and orders Governmental Entities required for the conduct of any Governmental Authority necessary for each of Acquiror or any of its Subsidiaries to own, lease and operate its properties or to carry on its business their respective businesses as it is now being presently conducted (the “Acquiror Material Permits”), except where and no Material Permit is the failure to have, or the suspension or cancellation of, any of Acquiror Permits could not reasonably be expected to have a Material Adverse Effect on Acquiror or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror from performing its obligations under this Agreement. As of the date of this Agreement, no suspension or cancellation subject of any of Acquiror Permits is pending or, to the Company’s knowledge, threatened challenge or proceeding to revoke, terminate, suspend, cancel, modify, or nonrenewal of any such Material Permit, or to fine or admonish any Group Company. Since January 1, 2019, to the knowledge of Acquirorthe Company as of the date hereof, threatenedno event has occurred that, except where the failure to havewith or without a notice or lapse of time or both, or the suspension or cancellation of, any of Acquiror Permits could not would reasonably be expected to prevent result in the revocation, termination, suspension, cancellation, modification or materially delay consummation nonrenewal of any Material Permit. All Material Permits are validly held by the transactions contemplated applicable Group Company and are in full force and effect. The Group Companies are in compliance in all material respects with the terms and conditions of all such Material Permits held by this Agreement or otherwise prevent or materially delay Acquiror from performing its obligations under this Agreement and could not reasonably be expected to have a Material Adverse Effect. Neither Acquiror nor any of its Subsidiaries is in material conflict with, or in default, breach or violation of, (a) any Law applicable to Acquiror or any of its Subsidiaries or by which any property or asset of Acquiror or any of its Subsidiaries is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Acquiror Permit, franchise or other instrument or obligation to which Acquiror or any of its Subsidiaries is a party or by which Acquiror or any of its Subsidiaries or any property or asset of Acquiror or any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror from performing its obligations under this Agreementthem.

Compliance with Applicable Law; Permits. Each (a) Subject to obtaining the Consents referred to in Section 3.07, the execution, delivery and performance of Acquiror this Agreement and its Subsidiaries is the taking of the other actions contemplated by this Agreement to be performed by the Company will not result in possession any default or violation of all franchisesany judgment, authorizationsdecree, licensesorder, permitslaw, easementsstatute, variances, exceptions, consents, certificates, approvals and orders rule or regulation of any Governmental Authority necessary for each of Acquiror applicable to the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Acquiror Permits”)Subsidiaries, except where the failure to have, for such defaults or the suspension or cancellation of, any of Acquiror Permits could violations as are not reasonably be expected likely to have a Material Adverse Effect on Acquiror or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror from performing its obligations under this AgreementCompany. As of the date of this Agreementorders, no suspension or cancellation of any of Acquiror Permits is pending orstatutes, laws, ordinances, rules, regulations and, to the knowledge Company's best knowledge, policies of Acquirorall Governmental Authorities, threatenedincluding, except where the failure without limitation, those that govern insurance matters, to have, or the suspension or cancellation of, any of Acquiror Permits could not reasonably be expected to prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror from performing its obligations under this Agreement and could not reasonably be expected to have a Material Adverse Effect. Neither Acquiror nor any of its Subsidiaries is in material conflict with, or in default, breach or violation of, (a) any Law applicable to Acquiror which it or any of its Subsidiaries properties or by which any property or asset of Acquiror or any of its Subsidiaries assets is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Acquiror Permit, franchise or other instrument or obligation subject except where such failure to which Acquiror or any of its Subsidiaries comply is a party or by which Acquiror or any of its Subsidiaries or any property or asset of Acquiror or any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected likely to have a Material Adverse Effect or prevent or materially delay consummation on the Company. Each of the transactions contemplated Company, its Subsidiaries, VUG and the Syndicates has all permits, licenses, orders, certificates, authorizations and approvals of any Governmental Authority (collectively, "Permits") that are material to the conduct of its business as presently conducted and as proposed to be conducted; all such Permits are in full force and effect, and each of the Company, its Subsidiaries, VUG and the Syndicates has fulfilled and performed all obligations necessary to maintain such Permits; except, in each case, for such failures to obtain, to maintain in full force and effect and to fulfill and perform which would not have a Material Adverse Effect on the Company. Venton Underwriting Agencies Limited (and any other Subsidiary to which the Lloyd's solvency tests apply) exceeds as of the date hereof and as of the Effective Time the then applicable minimum standards of solvency established by this Agreement the Lloyd's solvency tests. There are no defaults under any Instrument of the Company or otherwise prevent any of its Subsidiaries, except for such defaults that, individually or materially delay Acquiror from performing its obligations under this Agreementin the aggregate, are not reasonably likely to have a Material Adverse Effect on the Company.

Compliance with Applicable Law; Permits. Each (a) Except with respect to the matters set forth on Section 4.15 of Acquiror the Company Disclosure Schedule, the Company Entities are, and its Subsidiaries is since January 1, 2019, have been, operating their businesses in possession of compliance in all franchisesmaterial respects with all applicable Laws and possess, authorizationsand since January 1, 2019 have possessed, all licenses, permits, easementsregistrations, variancespermanent certificates of occupancy, exceptionsauthorizations, accreditations, qualifications, consents, certificates, approvals and orders of certificates from any Governmental Authority necessary for each Entity required under applicable Law with respect to the operation of Acquiror or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being currently conducted (the collectively, “Acquiror Permits”), except where other than those the failure of which to havepossess, individually or in the suspension or cancellation ofaggregate, any of Acquiror Permits could is not and would not reasonably be expected to have be material to the Company Entities, taken as a Material Adverse Effect on Acquiror or prevent or materially delay consummation whole. To the Knowledge of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror from performing its obligations under this Agreement. As of the date of this AgreementCompany, no suspension event, circumstances or cancellation state of facts has occurred which, with notice or lapse of time or both, would reasonably be expected to constitute a default or violation of any of Acquiror Permits such Permit, other than any such default or violation which, individually or in the aggregate, is not, and would not reasonably be expected to be, material to the Company Entities, taken as a whole. No Action is pending or, to the knowledge Knowledge of Acquirorthe Company, threatenedthreatened against any Company Entity alleging failure to so comply with applicable Law or Permit or with respect to a Permit, related to the nonrenewal, cancellation, suspension, revocation, termination or modification of any such Permit, in each case, except where the failure to haveas is not, or the suspension or cancellation of, any of Acquiror Permits could and would not reasonably be expected to prevent or materially delay consummation be, material to the Company Entities, taken as a whole. Except as set forth in Section 4.15 of the transactions contemplated Company Disclosure Schedule, since January 1, 2019, none of the Company Entities has received any written notice from any Governmental Entity regarding any actual, alleged, possible or potential violation or default of, or failure to comply with, any Law or Permit applicable to the Company Entities or by this Agreement which any properties or otherwise prevent assets owned or materially delay Acquiror from performing its obligations used by the Company Entities are bound or affected, and, to the Knowledge of the Company, no Company Entity has been under this Agreement and could any investigation by any Governmental Entity regarding any such non-compliance, except for any of the foregoing that, individually or in the aggregate, is not or would not reasonably be expected to have be material to the Company Entities, taken as a Material Adverse Effect. Neither Acquiror nor any of its Subsidiaries is in material conflict with, or in default, breach or violation of, (a) any Law applicable to Acquiror or any of its Subsidiaries or by which any property or asset of Acquiror or any of its Subsidiaries is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Acquiror Permit, franchise or other instrument or obligation to which Acquiror or any of its Subsidiaries is a party or by which Acquiror or any of its Subsidiaries or any property or asset of Acquiror or any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay Acquiror from performing its obligations under this Agreementwhole.