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

Compliance with Governmental Authorizations and Applicable Law. (a) Section 4.6(a) of the Gearon Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Law (i) to own and operate the Gearon Assets and conduct the Gearon 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 Gearon to execute and deliver this Agreement and to perform its obligations hereunder. Gearon has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Gearon Assets or the conduct of the Gearon Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on Gearon. None of the Governmental Authorizations listed in Section 4.6(a) of the Gearon Disclosure Schedule is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Gearon Assets or the conduct of the Gearon Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 4.6(a) of the Gearon 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 Gearon or its officers, directors, employees or agents, and the ownership or operation of the Gearon Assets or the conduct of the Gearon Business are in accordance in all material respects with the Governmental Authorizations. All material reports, forms and statements required to be filed by Gearon with all Authorities with respect to the Gearon 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 Gearon's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Gearon has no reason to believe that any such Governmental Authorization would not be renewed in the name of Gearon by the granting Authority in the ordinary course.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 4.6(a3.5(a) of the Gearon CSD Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Law Laws (i) to own and operate the Gearon Assets and conduct the Gearon CSD Central Valley 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 Gearon CSD to execute and deliver this Agreement and to perform its obligations hereunder. Gearon CSD has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Gearon CSD Assets or the conduct of the Gearon CSD Central Valley Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on GearonCSD. None of the Governmental Authorizations listed in Section 4.6(a3.5(a) of the Gearon CSD Disclosure Schedule is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Gearon CSD Assets or the conduct of the Gearon CSD Central Valley Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 4.6(a3.5(a) of the Gearon CSD 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 Gearon CSD or its officers, directors, employees or agents, and the ownership or operation of the Gearon CSD Assets or the conduct of the Gearon CSD Central Valley Business are in accordance in all material respects with the Governmental Authorizations. All material reports, forms and statements required to be filed by Gearon CSD with all Authorities with respect to the Gearon CSD Central Valley 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 GearonCSD's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Gearon CSD has no reason to believe that any such Governmental Authorization would not be renewed in the name of Gearon CSD by the granting Authority in the ordinary course.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 4.6(a) of the Gearon TCT Disclosure Schedule contains a true, complete and accurate description of each material Governmental Authorization required under Applicable Law (i) to own and operate the Gearon TCT Assets and conduct the Gearon TCT 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 Gearon TCT to execute and deliver this Agreement and to perform its obligations hereunder. Gearon TCT has obtained all Governmental Authorizations which that are necessary for the ownership or operation of the Gearon TCT Assets or the conduct of the Gearon TCT Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on GearonTCT. None of the Governmental Authorizations listed in Section 4.6(a) of the Gearon TCT Disclosure Schedule is subject to any restriction or condition which that would limit in any material respect the ownership or operations of the Gearon TCT Assets or the conduct of the Gearon TCT Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 4.6(a) of the Gearon TCT 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 Gearon TCT or its officers, directors, employees or agents, and the ownership or and operation of the Gearon TCT Assets or and the conduct of the Gearon TCT Business are in accordance in all material respects with the Governmental Authorizations. All material reports, forms and statements required to be filed by Gearon TCT with all Authorities with respect to the Gearon TCT 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 GearonTCT's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Gearon has no reason to believe that any such Governmental Authorization would not be renewed in the name of Gearon by the granting Authority in the ordinary course.