Common use of Compliance with Governmental Authorizations and Applicable Law Clause in Contracts

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a) of the Diablo Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Laws (i) to own and operate the Diablo Business, as currently conducted or proposed to be conducted on or prior to the Closing Date, all of which are in full force and effect or (ii) that is necessary to permit Diablo to execute and deliver this Agreement and to perform its obligations hereunder. To Diablo's knowledge, except as otherwise set forth in Section 3.7(a) of the Diablo Disclosure Schedule, Diablo has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Diablo Assets or the conduct of the Diablo Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on Diablo. None of the Governmental Authorizations listed in Section 3.7(a) of the Diablo Disclosure Schedule is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Diablo Assets or the conduct of the Diablo Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 3.7(a) of the Diablo Disclosure Schedule are valid and in good standing, are in full force and effect and are not impaired in any material respect by any act or omission of Diablo or its officers, directors, employees or agents, and the ownership or operation of the Diablo Assets or the conduct of the Diablo Business are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all material reports, forms and statements required to be filed by Diablo with all Authorities with respect to the Diablo Business have been filed and are true, complete and accurate in all material respects. No such Governmental Authorization is the subject of any pending or, to Diablo's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo has no reason to believe that any such Governmental Authorization would not be renewed in the name of Diablo by the granting Authority in the ordinary course.

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a) of the Diablo Seller Disclosure Schedule contains a true, complete and accurate description list of each Governmental Authorization required required, to Seller's knowledge, under Applicable Laws (i) to own and operate the Diablo Seller Business, as currently conducted or proposed to be conducted on or prior to the Closing Date, all of which are in full force and effect or (ii) that is necessary to permit Diablo Seller to execute and deliver this Agreement and to perform its obligations hereunder. To Diablo's knowledge, except Except as otherwise set forth in Section 3.7(a) of the Diablo Seller Disclosure Schedule, Diablo to Seller's knowledge, Seller and each Seller Subsidiary has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse Adverse effect on DiabloSeller or any Seller Subsidiary. None To Seller's knowledge, none of the Governmental Authorizations listed in Section 3.7(a) of the Diablo Seller Disclosure Schedule is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Diablo Seller Assets or the conduct of the Diablo Seller Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The To Seller's knowledge, except as set forth in Section 3.7(a) of the Seller Disclosure Schedule, the Governmental Authorizations listed in Section 3.7(a) of the Diablo Seller Disclosure Schedule are valid and in good standing, are in full force and effect and are not impaired in any material respect by any act or omission of Diablo Seller, the Seller Subsidiaries or its any of their respective officers, directors, employees or agents, and the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business are in accordance in all material respects with the Governmental Authorizations. To DiabloSeller's knowledge, all material reports, forms and statements required to be filed by Diablo Seller and each Seller Subsidiary with all Authorities with respect to the Diablo Seller Business have been filed and are true, complete and accurate in all material respects. No To Seller's knowledge, no such Governmental Authorization is the subject of any pending or, to Diablo's knowledge, or threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo Seller has no reason to believe that any such Governmental Authorization would not be renewed in the name of Diablo Seller or the applicable Seller Subsidiary by the granting Authority in the ordinary course.

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a) of the Diablo Seller Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization which Seller currently holds. To the best of Seller's knowledge, these are the only Governmental Authorizations (i) required under Applicable Laws (i) to own and operate the Diablo Seller Business, as currently conducted or proposed to be conducted on or prior to the Closing Date, all of which are in full force and effect or (ii) that is necessary to permit Diablo Seller to execute and deliver this Agreement and to perform its obligations hereunder. To Diablothe best of Seller's knowledge, except as otherwise set forth in Section 3.7(a) of the Diablo Disclosure Schedule, Diablo Seller has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on DiabloSeller. None of the Governmental Authorizations listed in Section 3.7(a) of the Diablo Seller Disclosure Schedule Schedule, to Seller's knowledge, is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Diablo Seller Assets or the conduct of the Diablo Seller Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 3.7(a) of the Diablo Seller Disclosure Schedule are are, to Seller's knowledge, valid and in good standing, are in full force and effect and are not impaired in any material respect by any act or omission of Diablo Seller or its officers, directors, employees or agents, and and, to the best of Seller's knowledge, the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo Seller with all Authorities with respect to the Diablo Seller Business have have, to Seller's knowledge, been filed and are true, complete and accurate in all material respects. No such Governmental Authorization is the subject of any pending or, to DiabloSeller's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo has no reason to Seller does not believe that any such Governmental Authorization would will not be renewed in the name of Diablo Seller by the granting Authority in the ordinary course.

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a) of the Diablo OPM Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Laws (i) to own and operate the Diablo OPM Business, as currently conducted or proposed to be conducted on or prior to the Closing Date, all of which are in full force and effect or (ii) that is necessary to permit Diablo OPM to execute and deliver this Agreement and to perform its obligations hereunder. To Diablo's knowledge, except as otherwise set forth in Section 3.7(a) of the Diablo Disclosure Schedule, Diablo OPM has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Diablo OPM Assets or the conduct of the Diablo OPM Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on DiabloOPM. None of the Governmental Authorizations listed in Section 3.7(a) of the Diablo OPM Disclosure Schedule is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Diablo OPM Assets or the conduct of the Diablo OPM Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 3.7(a) of the Diablo OPM Disclosure Schedule are valid and in good standing, are in full force and effect and are not impaired in any material respect by any act or omission of Diablo OPM or its officers, directors, employees or agents, and the ownership or operation of the Diablo OPM Assets or the conduct of the Diablo OPM Business are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo OPM with all Authorities with respect to the Diablo OPM Business have been filed and are true, complete and accurate in all material respects. No such Governmental Authorization is the subject of any pending or, to Diablo's Stockholders' knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo OPM has no reason to believe that any such Governmental Authorization would not be renewed in the name of Diablo OPM by the granting Authority in the ordinary course.

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledgeExcept as set forth on Schedule 2.6(a) hereto, Section 3.7(a) of the Diablo Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Laws (i) to own and operate the Diablo Business, as currently conducted or proposed to be conducted on or prior to Drive Entity by the Closing Date, all of which are in full force and effect or (ii) that is necessary to permit Diablo to execute and deliver this Agreement and to perform its obligations hereunder. To Diablo's knowledge, except as otherwise set forth in Section 3.7(a) of the Diablo Disclosure Schedule, Diablo has Date will have obtained all Governmental Authorizations which that are necessary or advisable for the ownership or operation of the Diablo Assets assets and property of Drive Entities or the conduct of the Diablo Business business and operations of the Drive Entities as now conducted by Auto and which, if not obtained and maintained, would, individually or in proposed to be conducted after the aggregate, have any material adverse effect on DiabloClosing Date by Drive. None of the any Auto Entity's Governmental Authorizations listed in Section 3.7(ais (and none of any Drive Entity's Governmental Authorities will be) of the Diablo Disclosure Schedule is subject to any restriction or condition which that would limit in any material respect the ownership or operations of the Diablo Assets assets and property of the Auto Entities (or, after the Closing, the Drive Entities) or the conduct of the Diablo Business business and operations of the Auto Entities (or, after the Closing, the Drive Entities), as currently conductedconducted by Auto and proposed to be conducted by Drive, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Each of the Auto Entities' Governmental Authorizations listed in Section 3.7(a) are (and, upon Acquisition Effectiveness, each of the Diablo Disclosure Drive Entities' Governmental Authorizations, except those listed on Schedule are 2.6(a), will be) valid and in good standing, are in full force and effect and are not impaired in any material respect by any act or omission of Diablo any Auto Entity or its Drive Entity or any of their respective officers, directors, employees or or, to the Relevant Entities' knowledge, their respective agents, and the ownership or and operation of the Diablo Assets or assets and property of the Auto Entities (and, after Acquisition Effectiveness, the Drive Entities), and the conduct of the Diablo Business business and operations of the Auto Entities as currently conducted and the conduct of the business and operations of the Drive Entities as currently conducted by the Auto Entities and proposed to be conducted by the Drive Entities, are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo the Auto Entities with all Authorities with respect to the Diablo Business have been filed and are true, complete and accurate in all material respects. No such Governmental Authorization in favor of any of the Auto Entities or any of the Drive Entities is the subject of any pending (or, to Diablo's the Relevant Entities' knowledge, threatened threatened) challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo No Relevant Entity has no any reason to believe that any such Governmental Authorization would will not be renewed in the name of Diablo Auto (if requested) or reissued (at reasonable cost and without significant restriction) in the name of Drive by the granting Authority in the ordinary course. With respect to each Governmental Authorization listed on Schedule 2.6(a), no Relevant Party has any reason not to expect that such Governmental Authorizations, satisfactory in form and substance to the Relevant Entities, will not be duly issued to the appropriate Drive Entity, at reasonable cost, (A) on or within 30 Business Days with respect to material Governmental Authorizations, and (B) on or within 120 Business Days with respect to immaterial Governmental Authorizations, after Acquisition Effectiveness (or such later date specified alongside such permit's description on said schedule).

Compliance with Governmental Authorizations and Applicable Law. (a) To DiabloIntrepid's knowledge, Section 3.7(a6.6(a) of the Diablo Intrepid Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization that is material to the ownership or operation of the Intrepid Assets or the conduct of the Intrepid Business and that is required under Applicable Laws Law (i) to own and operate the Diablo Business, Intrepid Assets and conduct the Intrepid Business as currently conducted or proposed to be conducted on or prior to the Closing Dateconducted, all of which are in full force and effect or (ii) that is necessary to permit Diablo Intrepid to execute and deliver this Agreement and to perform its obligations hereunder. To Diablo's knowledge, except as otherwise set forth in Section 3.7(a) of the Diablo Disclosure Schedule, Diablo has Intrepid and its Subsidiaries have obtained all Governmental Authorizations which that are necessary for the ownership or operation of the Diablo Intrepid Assets or the conduct of the Diablo Intrepid Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any a material adverse effect on DiabloIntrepid. None of the Governmental Authorizations listed in Section 3.7(a6.6(a) of the Diablo Intrepid Disclosure Schedule is subject to any restriction or condition which that would limit in any material respect the ownership or 24 30 operations of the Diablo Intrepid Assets or the conduct of the Diablo Intrepid Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 3.7(a6.6(a) of the Diablo Intrepid Disclosure Schedule are valid and in good standing, are in full force and effect and and, to Intrepid's knowledge, are not impaired in any material respect by any act or omission of Diablo Intrepid, its Subsidiaries or its any of their respective officers, directors, employees or agents, and the ownership or and operation of the Diablo Intrepid Assets or and the conduct of the Diablo Intrepid Business are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo Intrepid and its Subsidiaries with all Authorities and Self-Regulatory Organizations with respect to the Diablo Intrepid Business have been filed and are true, complete and accurate in all material respects. No To Intrepid's knowledge, no such Governmental Authorization currently held by Intrepid or any of its Subsidiaries is the subject of any pending or, to DiabloIntrepid's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental AuthorizationAuthorization that, individually or in the aggregate, if revoked or terminated, would have a material adverse effect on Intrepid. Diablo Intrepid has no reason to believe that any such Governmental Authorization would will not be renewed in the name of Diablo Intrepid or its Subsidiaries, as the case may be, by the granting Authority in the ordinary course.

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablosuch Ewinx Xxxreholder's knowledge, Section 3.7(a4.2(a) of the Diablo Disclosure Ewinx Xxxclosure Schedule contains a true, complete and accurate description of each Governmental Authorization that is material to the ownership or operation of the Ewinx Xxxets or the conduct of the Ewinx Xxxiness and that is required under Applicable Laws Law (i) to own and operate the Diablo Business, Ewinx Xxxets and conduct the Ewinx Business as currently conducted or proposed to be conducted on or prior to the Closing Dateconducted, all of which are in full force and effect or (ii) that is necessary to permit Diablo to Ewinx xx execute and deliver this Agreement and to perform its obligations hereunder. To Diablo's knowledge, except as otherwise set forth in Section 3.7(a) of the Diablo Disclosure Schedule, Diablo has Ewinx and its Subsidiaries have obtained all Governmental Authorizations which that are necessary for the ownership or operation of the Diablo Assets Ewinx Xxxets or the conduct of the Diablo Business Ewinx Xxxiness as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any a material adverse effect on DiabloEwinx. None Xxne of the Governmental Authorizations listed in Section 3.7(a4.2(a) of the Diablo Disclosure Ewinx Xxxclosure Schedule is subject to any restriction or condition which that would limit in any material respect the ownership or operations of the Diablo Ewinx Assets or the conduct of the Diablo Business Ewinx Xxxiness as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 3.7(a4.2(a) of the Diablo Disclosure Ewinx Xxxclosure Schedule are valid and in good standing, are in full force and effect and and, to such Ewinx Xxxreholder's knowledge, are not impaired in any material respect by any act or omission of Diablo Ewinx, xxs Subsidiaries or its any of their respective officers, directors, employees or agents, and the ownership or and operation of the Diablo Assets or Ewinx Xxxets and the conduct of the Diablo Business Ewinx Xxxiness are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo with all Authorities with respect to the Diablo Business have been filed and are true, complete and accurate in all material respects. No such Governmental Authorization is the subject of any pending or, to Diablo's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo has no reason to believe that any such Governmental Authorization would not be renewed in the name of Diablo by the granting Authority in the ordinary course.and

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a) of the Diablo Disclosure Except as set forth on Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Laws (i2.6(a) to own and operate the Diablo BusinessOriginal SPA, as currently conducted or proposed to be conducted on or prior to each Drive Entity by the Closing Date, all of which are in full force and effect or (ii) that is necessary to permit Diablo to execute and deliver this Agreement and to perform its obligations hereunder. To Diablo's knowledge, except as otherwise set forth in Section 3.7(a) of the Diablo Disclosure Schedule, Diablo has Date will have obtained all Governmental Authorizations which that are necessary or advisable for the ownership or operation of the Diablo Assets assets and property of Drive Entities or the conduct of the Diablo Business business and operations of the Drive Entities as now conducted by Auto and which, if not obtained and maintained, would, individually or in proposed to be conducted after the aggregate, have any material adverse effect on DiabloClosing Date by Drive. None of the any Auto Entity's Governmental Authorizations listed in Section 3.7(ais (and none of any Drive Entity's Governmental Authorities will be) of the Diablo Disclosure Schedule is subject to any restriction or condition which that would limit in any material respect the ownership or operations of the Diablo Assets assets and property of the Auto Entities (or, after the Closing, the Drive Entities) or the conduct of the Diablo Business business and operations of the Auto Entities (or, after the Closing, the Drive Entities), as currently conductedconducted by Auto and proposed to be conducted by Drive, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Each of the Auto Entities' Governmental Authorizations listed in Section 3.7(a) are (and, upon Acquisition Effectiveness, each of the Diablo Disclosure Drive Entities' Governmental Authorizations, except those listed on Schedule are 2.6(a) to the Original SPA, will be) valid and in good standing, are in full force and effect and are not impaired in any material respect by any act or omission of Diablo any Auto Entity or its Drive Entity or any of their respective officers, directors, employees or or, to the Relevant Entities' knowledge, their respective agents, and the ownership or and operation of the Diablo Assets or assets and property of the Auto Entities (and, after Acquisition Effectiveness, the Drive Entities), and the conduct of the Diablo Business business and operations of the Auto Entities as currently conducted and the conduct of the business and operations of the Drive Entities as currently conducted by the Auto Entities and proposed to be conducted by the Drive Entities, are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo the Auto Entities with all Authorities with respect to the Diablo Business have been filed and are true, complete and accurate in all material respects. No such Governmental Authorization in favor of any of the Auto Entities or any of the Drive Entities is the subject of any pending (or, to Diablo's the Relevant Entities' knowledge, threatened threatened) challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo No Relevant Entity has no any reason to believe that any such Governmental Authorization would will not be renewed in the name of Diablo Auto (if requested) or reissued (at reasonable cost and without significant restriction) in the name of Drive by the granting Authority in the ordinary course. With respect to each Governmental Authorization listed on Schedule 2.6(a) to the Original SPA, no Relevant Party has any reason not to expect that such Governmental Authorizations, satisfactory in form and substance to the Relevant Entities, will not be duly issued to the appropriate Drive Entity, at reasonable cost, (A) on or within 30 Business Days with respect to material A-4 Governmental Authorizations, and (B) on or within 120 Business Days with respect to immaterial Governmental Authorizations, after Acquisition Effectiveness (or such later date specified alongside such permit's description on said schedule).

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a4.2(a) of the Diablo Disclosure Ewinx Xxxclosure Schedule contains a true, complete and accurate description of each Governmental Authorization that is material to the ownership or operation of the Ewinx Xxxets or the conduct of the Ewinx Xxxiness and that is required under Applicable Laws Law (i) to own and operate the Diablo Business, Ewinx Assets and conduct the Ewinx Xxxiness as currently conducted or proposed to be conducted on or prior to the Closing Dateconducted, all of which are in full force and effect or (ii) that is necessary to permit Diablo to Ewinx xx execute and deliver this Agreement and to perform its obligations hereunder. To Diablo's knowledge, except as otherwise set forth in Section 3.7(a) of the Diablo Disclosure Schedule, Diablo has Ewinx xxx its Subsidiaries have obtained all Governmental Authorizations which that are necessary for the ownership or operation of the Diablo Assets Ewinx Xxxets or the conduct of the Diablo Business Ewinx Xxxiness as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any a material adverse effect on DiabloEwinx. None Xxne of the Governmental Authorizations listed in Section 3.7(a4.2(a) of the Diablo Disclosure Ewinx Xxxclosure Schedule is subject to any restriction or condition which that would limit in any material respect the ownership or operations of the Diablo Assets Ewinx Xxxets or the conduct of the Diablo Business Ewinx Xxxiness as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 3.7(a4.2(a) of the Diablo Ewinx Disclosure Schedule are valid and in good standing, are in full force and effect and are not impaired in any material respect by any act or omission of Diablo Ewinx, xxs Subsidiaries or its any of their respective officers, directors, employees or agents, and the ownership or and operation of the Diablo Assets or Ewinx Xxxets and the conduct of the Diablo Business Ewinx Xxxiness are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo Ewinx xxx its Subsidiaries with all Authorities and Self-Regulatory Organizations with respect to the Diablo Business Ewinx Xxxiness have been filed and are true, complete and accurate in all material respects. No such Governmental Authorization currently held by Ewinx or any of its Subsidiaries is the subject of any pending or, to Diablo's knowledgeBishxx'x xxxwledge, threatened challenge or proceeding to revoke or terminate any such Governmental AuthorizationAuthorization that, individually or in the aggregate, if revoked or terminated, would have a material adverse effect on Ewinx. Diablo has Xxshxx xxx no reason to believe that any such Governmental Authorization would will not be renewed in the name of Diablo Ewinx xx its Subsidiaries, as the case may be, by the granting Authority in the ordinary course.