Common use of Compliance with Applicable Laws and Reporting Requirements Clause in Contracts

Compliance with Applicable Laws and Reporting Requirements. (i) Xxxxx and its Subsidiaries hold all permits, certificates, licenses, variances, exemptions, orders and approvals of all Governmental Entities that are material to the operation of the businesses of Xxxxx and its Subsidiaries, taken as a whole (the “Xxxxx Permits”), and Xxxxx and its Subsidiaries are, and for the two years preceding the date hereof have been, in compliance with the terms of the Xxxxx Permits and all applicable laws and regulations, except where the failure so to hold or comply would not reasonably be expected to have a Material Adverse Effect on Xxxxx. The businesses of Xxxxx and its Subsidiaries are not being and during the two years preceding the date hereof have not been conducted in violation of any law, ordinance (including zoning) or regulation of any Governmental Entity (including the Sarbanes Oxley Act of 2002), except for violations that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Xxxxx. No investigation by any Governmental Entity with respect to Xxxxx or any of its Subsidiaries is pending or, to the knowledge of Xxxxx, threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Xxxxx.

Compliance with Applicable Laws and Reporting Requirements. (i) Xxxxx Momentive and its Subsidiaries hold all permits, certificates, licenses, variances, exemptions, orders and approvals of all Governmental Entities that are material to the operation of the businesses of Xxxxx Momentive and its Subsidiaries, taken as a whole (the “Xxxxx Momentive Permits”), and Xxxxx Momentive and its Subsidiaries are, and for the two years preceding the date hereof have been, are in compliance with the terms of the Xxxxx Momentive Permits and all applicable laws and regulations, except where the failure so to hold or comply comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on XxxxxMomentive. The businesses of Xxxxx Momentive and its Subsidiaries are not being and during the two years preceding the date hereof have not been conducted in violation of any law, ordinance (including zoning) or regulation of any Governmental Entity (including but not limited to the Sarbanes Oxley Xxxxxxxx-Xxxxx Act of 20022002 and the USA PATRIOT Act of 2001), except for possible violations that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect material adverse effect on XxxxxMomentive. No To the knowledge of Momentive, no investigation by any Governmental Entity with respect to Xxxxx Momentive or any of its Subsidiaries is pending or, to the knowledge of Xxxxx, or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on XxxxxMomentive.

Compliance with Applicable Laws and Reporting Requirements. (i) Xxxxx Hexion and its Subsidiaries hold all permits, certificates, licenses, variances, exemptions, orders and approvals of all Governmental Entities that are material to the operation of the businesses of Xxxxx Hexion and its Subsidiaries, taken as a whole (the “Xxxxx Hexion Permits”), and Xxxxx Hexion and its Subsidiaries are, and for the two years preceding the date hereof have been, are in compliance with the terms of the Xxxxx Hexion Permits and all applicable laws and regulations, except where the failure so to hold or comply comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on XxxxxHexion. The businesses of Xxxxx Hexion and its Subsidiaries are not being and during the two years preceding the date hereof have not been conducted in violation of any law, ordinance (including zoning) or regulation of any Governmental Entity (including but not limited to the Sarbanes Oxley Xxxxxxxx-Xxxxx Act of 20022002 and the USA PATRIOT Act of 2001), except for possible violations that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect material adverse effect on XxxxxHexion. No To the knowledge of Hexion, no investigation by any Governmental Entity with respect to Xxxxx Hexion or any of its Subsidiaries is pending or, to the knowledge of Xxxxx, or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on XxxxxHexion.

Compliance with Applicable Laws and Reporting Requirements. (i) Xxxxx The Company and its Subsidiaries hold all permits, certificates, licenses, variances, exemptions, orders and approvals of all Governmental Entities that are material to the operation of the businesses of Xxxxx the Company and its Subsidiaries, taken as a whole (the “Xxxxx Company Permits”), and Xxxxx the Company and its Subsidiaries are, and for the two years preceding the date hereof have been, in compliance with the terms of the Xxxxx Company Permits and all applicable laws and regulations, except where the failure so to hold or comply would not reasonably be expected to have a Material Adverse Effect on Xxxxxthe Company. The businesses of Xxxxx the Company and its Subsidiaries are not being and during the two years preceding the date hereof have not been conducted in violation of any law, ordinance (including zoning) or regulation of any Governmental Entity (including the Sarbanes Oxley Act of 2002), except for violations that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Xxxxxthe Company. No investigation by any Governmental Entity with respect to Xxxxx the Company or any of its Subsidiaries is pending or, to the knowledge of Xxxxxthe Company, threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Xxxxxthe Company.

Compliance with Applicable Laws and Reporting Requirements. (i) Xxxxx Islet and its Subsidiaries hold all permits, certificates, licenses, variances, exemptions, orders and approvals of all Governmental Entities that are material to the operation of the businesses of Xxxxx Islet and its Subsidiaries, taken as a whole (the “Xxxxx Islet Permits”), and Xxxxx Islet and its Subsidiaries are, are and for the two years preceding the date hereof have been, been in compliance with the terms of the Xxxxx Islet Permits and all applicable laws and regulations, except where the failure so to hold or comply with any such Islet Permits and applicable laws and regulations would not reasonably be expected to have a Material Adverse Effect on XxxxxIslet. The businesses of Xxxxx Islet and its Subsidiaries are not being being, and during for the two years preceding the date hereof have not been been, conducted in violation of any law, ordinance (including zoning) or regulation of any Governmental Entity (including the Sarbanes Oxley Xxxxxxxx-Xxxxx Act of 2002), except for violations that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on XxxxxIslet. No investigation by any Governmental Entity with respect to Xxxxx Islet or any of its Subsidiaries is pending or, to the knowledge of XxxxxIslet, threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on XxxxxIslet.

Compliance with Applicable Laws and Reporting Requirements. (i) Xxxxx Vulcan and its Subsidiaries hold all permits, certificates, licenses, variances, exemptions, orders and approvals of all Governmental Entities that are material to the operation of the businesses of Xxxxx Vulcan and its Subsidiaries, taken as a whole (the “Xxxxx Vulcan Permits”), and Xxxxx Vulcan and its Subsidiaries are, are and for the two years preceding the date hereof have been, been in compliance with the terms of the Xxxxx Vulcan Permits and all applicable laws and regulations, except where the failure so to hold or comply would not reasonably be expected to have a Material Adverse Effect material adverse effect on XxxxxVulcan. The businesses of Xxxxx Vulcan and its Subsidiaries are not being and during for the two years preceding the date hereof have not been conducted in violation of any law, ordinance (including zoning) or regulation of any Governmental Entity (including the Sarbanes Oxley Sxxxxxxx-Xxxxx Act of 2002), except for violations that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect material adverse effect on XxxxxVulcan. No investigation by any Governmental Entity with respect to Xxxxx Vulcan or any of its Subsidiaries is pending or, to the knowledge of XxxxxVulcan, threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on XxxxxVulcan.

Compliance with Applicable Laws and Reporting Requirements. (i) Xxxxx Sears and its Subsidiaries hold all permits, certificates, licenses, variances, exemptions, orders and approvals of all Governmental Entities that are material to the operation of the businesses of Xxxxx Sears and its Subsidiaries, taken as a whole (the “Xxxxx "Sears Permits”"), and Xxxxx Sears and its Subsidiaries are, are and for the two years preceding the date hereof have been, been in compliance with the terms of the Xxxxx Sears Permits and all applicable laws and regulations, except where the failure so to hold or comply comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on XxxxxSears. The businesses of Xxxxx Sears and its Subsidiaries are not being and during the two years preceding the date hereof have not been conducted in violation of any law, ordinance (including zoning) or regulation of any Governmental Entity (including the Sarbanes Sarbanes-Oxley Act of 2002), except for violations that, individually or in the aggregatexx xx xxx xxxxegate, do not have, and would not reasonably be expected to have, a Material Adverse Effect material adverse effect on XxxxxSears. No To the knowledge of Sears, no investigation by any Governmental Entity with respect to Xxxxx Sears or any of its Subsidiaries is pending or, to the knowledge of Xxxxx, or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on XxxxxSears.

Compliance with Applicable Laws and Reporting Requirements. (i) Xxxxx Covalence and its Subsidiaries hold all permits, certificates, licenses, variances, exemptions, orders and approvals of all Governmental Entities that which are material to the operation of the businesses of Xxxxx Covalence and its Subsidiaries, taken as a whole (the “Xxxxx Covalence Permits”), and Xxxxx Covalence and its Subsidiaries are, and for the two years preceding the date hereof have been, are in compliance with the terms of the Xxxxx Covalence Permits and all applicable laws and regulations, except where the failure so to hold or comply comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on XxxxxCovalence. The businesses Businesses of Xxxxx Covalence and its Subsidiaries are not being and during the two years preceding the date hereof have not been conducted in violation of any law, ordinance (including zoning) or regulation of any Governmental Entity (including but not limited to the Sarbanes Oxley Sxxxxxxx-Xxxxx Act of 20022002 and the USA PATRIOT Act of 2001), except for possible violations thatwhich, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect material adverse effect on XxxxxCovalence. No To the knowledge of Covalence, no investigation by any Governmental Entity with respect to Xxxxx Covalence or any of its Subsidiaries is pending or, to the knowledge of Xxxxx, or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on XxxxxCovalence.

Compliance with Applicable Laws and Reporting Requirements. (i) Xxxxx Lincoln and its Subsidiaries hold all permits, certificates, licenses, variances, exemptions, orders and approvals of all Governmental Entities that which are material to the operation of the businesses of Xxxxx Lincoln and its Subsidiaries, taken as a whole (the “Xxxxx Lincoln Permits”), and Xxxxx Lincoln and its Subsidiaries are, and for the two years preceding the date hereof have been, are in compliance with the terms of the Xxxxx Lincoln Permits and all applicable laws and regulations, except where the failure to so to hold or comply comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on XxxxxLincoln. The Except as disclosed in the Lincoln SEC Documents filed prior to the date of this Agreement or as set forth in Section 3.2(e)(i) of the Lincoln Disclosure Letter, the businesses of Xxxxx Lincoln and its Subsidiaries are not being and during the two years preceding the date hereof have not been conducted in violation of any law, ordinance (including zoning) or regulation of any Governmental Entity (including but not limited to the Sarbanes Oxley Xxxxxxxx-Xxxxx Act of 20022002 and the USA PATRIOT Act of 2001 and all applicable laws or other legal requirements relating to the retention of e-mail and other information), except for possible violations thatwhich, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on XxxxxLincoln. No To the knowledge of Lincoln, no investigation by any Governmental Entity with respect to Xxxxx Lincoln or any of its Subsidiaries is pending or, to the knowledge of Xxxxx, or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on XxxxxLincoln.

Compliance with Applicable Laws and Reporting Requirements. (i) Xxxxx Bxxxx and its Subsidiaries hold all permits, certificates, licenses, variances, exemptions, orders and approvals of all Governmental Entities that which are material to the operation of the businesses of Xxxxx Bxxxx and its Subsidiaries, taken as a whole (the “Xxxxx Bxxxx Permits”), and Xxxxx Bxxxx and its Subsidiaries are, and for the two years preceding the date hereof have been, are in compliance with the terms of the Xxxxx Bxxxx Permits and all applicable laws and regulations, except where the failure so to hold or comply comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on XxxxxBxxxx. The businesses of Xxxxx Bxxxx and its Subsidiaries are not being and during the two years preceding the date hereof have not been conducted in violation of any law, ordinance (including zoning) or regulation of any Governmental Entity (including but not limited to the Sarbanes Oxley Sxxxxxxx-Xxxxx Act of 20022002 and the USA PATRIOT Act of 2001), except for possible violations thatwhich, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect material adverse effect on XxxxxBxxxx. No To the knowledge of Bxxxx, no investigation by any Governmental Entity with respect to Xxxxx Bxxxx or any of its Subsidiaries is pending or, to the knowledge of Xxxxx, or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on XxxxxBxxxx.