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

Compliance with Governmental Authorizations and Applicable Law. (a) Except as otherwise specifically described in Section 3.7(a) of the BEA Disclosure Schedule, there is no Governmental Authorization required under Applicable Laws (i) to own and operate the BEA Business, as currently conducted or proposed to be conducted on or prior to the Closing Date, or (ii) that is necessary to permit BEA to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the foregoing representation and warranty is not intended to apply to consents of Persons (other than Authorities) required in order to assign the BEA Assets to ATS pursuant to the provisions of this Agreement. (b) Except as otherwise specifically described in Section 3.7(b) of the BEA Disclosure Schedule, neither BEA nor any director or officer thereof (in connection with ownership or operation of the BEA Assets or the conduct of the BEA Business) is in or is charged by any Authority with or, to BEA's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to BEA's knowledge, is threatened or under investigation by any Authority with respect to, breach or violation of, or default in the performance, observance or fulfillment of, any Applicable Law relating to the ownership and operation of the BEA Assets or the conduct of the BEA Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to BEA's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the BEA Assets or the conduct of the BEA Business which, individually or in the aggregate, are reasonably likely to result in the imposition of any restriction of such a nature as would adversely affect the ownership or operation of the BEA Assets or the conduct of the BEA Business; (y) involving charges of illegal discrimination by BEA under any federal or state employment Laws, or (z) involving Environmental Laws or zoning laws, except as otherwise specifically described in Section 3.7(b) of the BEA Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the BEA Disclosure Schedule, no Event exists or has occurred, which, to BEA's knowledge, constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on the BEA Assets or the BEA Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(b) or 3.7(c) of the BEA Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the BEA Disclosure Schedule, all such information and matters set forth in the BEA Disclosure Schedule, if adversely determined against BEA, will not, individually or in the aggregate, have a materially adverse effect on the BEA Assets or the BEA Business.

Compliance with Governmental Authorizations and Applicable Law. (a) Except as otherwise specifically described in Section 3.7(a) of the BEA DBC Disclosure Schedule, there is no Governmental Authorization required under Applicable Laws (i) to own and operate the BEA DBC Business, as currently conducted or proposed to be conducted on or prior to the Closing Date, or (ii) that is necessary to permit BEA DBC to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the foregoing representation and warranty is not intended to apply to consents of Persons (other than Authorities) required in order to assign the BEA DBC Assets to ATS pursuant to the provisions of this Agreement. (b) Except as otherwise specifically described in Section 3.7(b) of the BEA DBC Disclosure Schedule, neither BEA DBC nor any director or officer thereof (in connection with ownership or operation of the BEA DBC Assets or the conduct of the BEA DBC Business) is in or is charged by any Authority with or, to BEADBC's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to BEADBC's knowledge, is threatened or under investigation by any Authority with respect to, breach or violation of, or default in the performance, observance or fulfillment of, any Applicable Law relating to the ownership and operation of the BEA DBC Assets or the conduct of the BEA DBC Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to BEADBC's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the BEA DBC Assets or the conduct of the BEA DBC Business which, individually or in the aggregate, are reasonably likely to result in the imposition of any restriction of such a nature as would adversely affect the ownership or operation of the BEA DBC Assets or the conduct of the BEA DBC Business; (y) involving charges of illegal discrimination by BEA DBC under any federal or state employment Laws, or (z) involving Environmental Laws or zoning laws, except as otherwise specifically described in Section 3.7(b) of the BEA DBC Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the BEA DBC Disclosure Schedule, no Event exists or has occurred, which, to BEADBC's knowledge, constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on the BEA DBC Assets or the BEA DBC Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(b) or 3.7(c) of the BEA DBC Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the BEA DBC Disclosure Schedule, all such information and matters set forth in the BEA DBC Disclosure Schedule, if adversely determined against BEADBC, will not, individually or in the aggregate, have a materially adverse effect on the BEA DBC Assets or the BEA DBC Business.

Compliance with Governmental Authorizations and Applicable Law. (a) Except as otherwise specifically described in Section 3.7(a) of the BEA Meridian Disclosure ScheduleSchedule contains a description of: (i) all Legal Actions pending or, to Meridian's knowledge, at any time since January 1, 1993 was pending or is currently threatened against Meridian with respect to the operation or ownership of the Meridian Assets or conduct of the Meridian Business; (ii) all Legal Actions pending or, to Meridian's knowledge, threatened with respect to the operation or ownership of the Meridian Assets or the conduct of the Meridian Business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would Adversely Affect the ownership or operations of the Meridian Business; in particular, but without limiting the generality of the foregoing, there is are no applications, complaints or Legal Actions pending or, to Meridian's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Meridian Assets or the conduct of the Meridian Business, (y) involving charges of illegal discrimination by Meridian under any federal or state employment Laws, or (z) involving Environmental Laws or zoning laws; and (iii) to Meridian's current actual knowledge, each Governmental Authorization required under Applicable Laws (i) to own and operate the BEA Business, as currently conducted by a conditional use permit or proposed to be conducted on or prior to the Closing Date, or (ii) special use permit that is necessary to permit BEA Meridian to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the foregoing representation and warranty is not intended to apply to consents of Persons (other than Authorities) required in order to assign the BEA Assets to ATS pursuant to the provisions of this Agreement. (b) Except as otherwise specifically described To Meridian's current actual knowledge, Meridian has obtained all Governmental Authorizations which constitutes conditional use permits or special use permits (other than those with respect to the New Sites) (a true, complete and accurate, in all material respects, list of which is set forth in Section 3.7(b) of the BEA Meridian Disclosure ScheduleSchedule or referenced in the documents or agreements so listed) which are necessary for the ownership or operation of the Meridian Assets or the conduct of the Meridian Business as now conducted and which, neither BEA if not obtained and maintained, would, individually or in the aggregate, have any Material Adverse Effect on Meridian. None of such Governmental Authorizations is, to Meridian's current actual knowledge, subject to any restriction or condition which would limit in any Material respect the ownership or operations of the Meridian Assets or the conduct of the Meridian Business as currently conducted, except for restrictions and conditions that are either (i) set forth in the documents evidencing such Governmental Authorization or (ii) generally applicable to Governmental Authorizations of such type. To Meridian's current actual knowledge: (x) such Governmental Authorizations 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 Meridian or its officers, directors, employees or agents; and (y) the ownership or operation of the Meridian Assets or the conduct of the Meridian Business are in accordance in all Material respects with the Governmental Authorizations. To Meridian's current actual knowledge, all Material reports, forms and statements required to be filed by Meridian with all Authorities with respect to the Meridian Business (other than with respect to the New Sites) 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 Meridian's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. To Meridian's current actual knowledge, no such Governmental Authorization would not be renewed in the name of Meridian by the granting Authority in the ordinary course, except as set forth in Section 3.7(b) of the Meridian Disclosure Schedule or except with respect to the New Sites. (c) Neither Meridian nor any director or officer thereof (in connection with ownership ownership, operation or operation of the BEA Meridian Assets or the conduct of the BEA Meridian Business) is in or is charged by any Authority with or, to BEAMeridian's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to BEAMeridian's knowledge, is threatened or under investigation by any Authority with respect to, breach or violation of, or default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law relating to the ownership and operation of the BEA Meridian Assets or the conduct of the BEA Meridian Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending orand, to BEAMeridian's current actual knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the BEA Assets or the conduct of the BEA Business which, individually or in the aggregate, are reasonably likely to result in the imposition of any restriction of such a nature as would adversely affect the ownership or operation of the BEA Assets or the conduct of the BEA Business; (y) involving charges of illegal discrimination by BEA under any federal or state employment Laws, or (z) involving Environmental Laws or zoning laws, except as otherwise specifically described in Section 3.7(b) of the BEA Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the BEA Disclosure Schedule, no Event exists or has occurred, which, to BEA's knowledge, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on the BEA Assets or the BEA Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(b) or 3.7(c) of the BEA Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the BEA Disclosure Schedule, all such information and matters set forth in the BEA Disclosure Schedule, if adversely determined against BEA, will not, individually or in the aggregate, have a materially adverse effect on the BEA Assets or the BEA Business.under

Compliance with Governmental Authorizations and Applicable Law. (a) Except as otherwise specifically described in Section 3.7(a) of the BEA Meridian Disclosure ScheduleSchedule contains a description of: (i) all Legal Actions pending or, to Meridian's knowledge, at any time since January 1, 1993 was pending or is currently threatened against Meridian with respect to the operation or ownership of the Meridian Assets or conduct of the Meridian Business; (ii) all Legal Actions pending or, to Meridian's knowledge, threatened with respect to the operation or ownership of the Meridian Assets or the conduct of the Meridian Business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would Adversely Affect the ownership or operations of the Meridian Business; in particular, but without limiting the generality of the foregoing, there is are no applications, complaints or Legal Actions pending or, to Meridian's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Meridian Assets or the conduct of the Meridian Business, (y) involving charges of illegal discrimination by Meridian under any federal or state employment Laws, or (z) involving Environmental Laws or zoning laws; and (iii) to Meridian's current actual knowledge, each Governmental Authorization required under Applicable Laws (i) to own and operate the BEA Business, as currently conducted by a conditional use permit or proposed to be conducted on or prior to the Closing Date, or (ii) special use permit that is necessary to permit BEA Meridian to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the foregoing representation and warranty is not intended to apply to consents of Persons (other than Authorities) required in order to assign the BEA Assets to ATS pursuant to the provisions of this Agreement. (b) Except as otherwise specifically described To Meridian's current actual knowledge, Meridian has obtained all Governmental Authorizations which constitutes conditional use permits or special use permits (other than those with respect to the New Sites) (a true, complete and accurate, in all material respects, list of which is set forth in Section 3.7(b) of the BEA Meridian Disclosure Schedule, neither BEA nor any director Schedule or officer thereof (referenced in connection with the documents or agreements so listed) which are necessary for the ownership or operation of the BEA Meridian Assets or the conduct of the BEA Meridian Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any Material Adverse Effect on Meridian. None of such Governmental Authorizations is, to Meridian's current actual knowledge, subject to any restriction or condition which would limit in any Material respect the ownership or operations of the Meridian Assets or the conduct of the Meridian Business as currently conducted, except for restrictions and conditions that are either (i) set forth in the documents evidencing such Governmental Authorization or (ii) generally applicable to Governmental Authorizations of such type. To Meridian's current actual knowledge: (x) such Governmental Authorizations 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 Meridian or its officers, directors, employees or agents; and (y) the ownership or operation of the Meridian Assets or the conduct of the Meridian Business are in accordance in all Material respects with the Governmental Authorizations. To Meridian's current actual knowledge, all Material reports, forms and statements required to be filed by Meridian with all Authorities with respect to the Meridian Business (other than with respect to the New Sites) 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 Meridian's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. To Meridian's current actual knowledge, no such Governmental Authorization would not be renewed in the name of Meridian by the granting Authority in the ordinary course, except as set forth in Section 3.7(b) of the Meridian Disclosure Schedule or except with respect to the New Sites. (c) Neither Meridian nor any of its partners (nor any of their officers, directors, shareholders or principals), in connection with ownership, operation or operation of the Meridian Assets or the conduct of the Meridian Business) , is in or is charged by any Authority with or, to BEAMeridian's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to BEAMeridian's knowledge, is threatened or under investigation by any Authority with respect to, breach or violation of, or default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law relating to the ownership and operation of the BEA Meridian Assets or the conduct of the BEA Meridian Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending orand, to BEAMeridian's current actual knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the BEA Assets or the conduct of the BEA Business which, individually or in the aggregate, are reasonably likely to result in the imposition of any restriction of such a nature as would adversely affect the ownership or operation of the BEA Assets or the conduct of the BEA Business; (y) involving charges of illegal discrimination by BEA under any federal or state employment Laws, or (z) involving Environmental Laws or zoning laws, except as otherwise specifically described in Section 3.7(b) of the BEA Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the BEA Disclosure Schedule, no Event exists or has occurred, which, to BEA's knowledge, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on the BEA Assets or the BEA Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(b) or 3.7(c) of the BEA Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the BEA Disclosure Schedule, all such information and matters set forth in the BEA Disclosure Schedule, if adversely determined against BEA, will not, individually or in the aggregate, have a materially adverse effect on the BEA Assets or the BEA Business.under