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

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.5(a) of the CSD Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Laws (i) to own and operate the 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 CSD to execute and deliver this Agreement and to perform its obligations hereunder. CSD has obtained all Governmental Authorizations which are necessary for the ownership or operation of the CSD Assets or the conduct of the 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 CSD. None of the Governmental Authorizations listed in Section 3.5(a) of the CSD Disclosure Schedule is subject to any restriction or condition which would limit in any material respect the ownership or operations of the CSD Assets or the conduct of the 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 3.5(a) of the 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 CSD or its officers, directors, employees or agents, and the ownership or operation of the CSD Assets or the conduct of the 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 CSD with all Authorities with respect to the 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 CSD's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. CSD has no reason to believe that any such Governmental Authorization would not be renewed in the name of CSD by the granting Authority in the ordinary course. (b) Except as otherwise specifically described in Section 3.5(b) of the CSD Disclosure Schedule, neither CSD nor any director or officer thereof (in connection with ownership or operation of the CSD Assets or the conduct of the CSD Central Valley Business) is in or is charged by any Authority with or, to CSD's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to CSD'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 CSD Assets or the conduct of the CSD Central Valley Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to CSD's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the CSD Assets or the conduct of the CSD Central Valley 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 operation of the CSD Assets or the conduct of the CSD Central Valley Business; (y) involving charges of illegal discrimination by CSD under any federal or state employment Laws, or (z) involving Environmental Laws or zoning laws, except as otherwise specifically described in Section 3.5(b) of the CSD Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.5(c) of the CSD Disclosure Schedule, no Event exists or has occurred, which, to CSD'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 (i) any Governmental Authorization or 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 CSD or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the CSD Assets or the conduct of the CSD Central Valley Business. (d) With respect to matters, if any, of a nature referred to in Section 3.5(a), 3.5(b) or 3.5(c) of the CSD Disclosure Schedule, except as otherwise specifically described in Section 3.5(d) of the CSD Disclosure Schedule, all such information and matters set forth in the CSD Disclosure Schedule, if adversely determined against CSD, will not, individually or in the aggregate, have a materially adversely effect on CSD.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.5(a4.6(a) of the CSD Gearon Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Laws Law (i) to own and operate the CSD Central Valley 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 CSD Gearon to execute and deliver this Agreement and to perform its obligations hereunder. CSD Gearon has obtained all Governmental Authorizations which are necessary for the ownership or operation of the CSD Gearon Assets or the conduct of the CSD Central Valley Gearon Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on CSDGearon. None of the Governmental Authorizations listed in Section 3.5(a4.6(a) of the CSD Gearon Disclosure Schedule is subject to any restriction or condition which would limit in any material respect the ownership or operations of the CSD Gearon Assets or the conduct of the CSD Central Valley Gearon Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 3.5(a4.6(a) of the CSD 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 CSD Gearon or its officers, directors, employees or agents, and the ownership or operation of the CSD Gearon Assets or the conduct of the CSD Central Valley Gearon Business are in accordance in all material respects with the Governmental Authorizations. All material reports, forms and statements required to be filed by CSD Gearon with all Authorities with respect to the CSD Central Valley 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 CSDGearon's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. CSD Gearon has no reason to believe that any such Governmental Authorization would not be renewed in the name of CSD Gearon by the granting Authority in the ordinary course. (b) Except as otherwise specifically described in Section 3.5(b4.6(b) of the CSD Gearon Disclosure Schedule, neither CSD Gearon nor any director or officer thereof (in connection with the ownership or operation of the CSD Gearon Assets or the conduct of the CSD Central Valley Gearon Business) is in or is charged by any Authority with or, to CSDGearon's knowledge, at any time since January 1, 1993 1995 has been in or has been charged by any Authority with, or, to CSDGearon'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 CSD Gearon Assets or the conduct of the CSD Central Valley Gearon Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints Claims or Legal Actions pending or, to CSDGearon's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the CSD Gearon Assets or the conduct of the CSD Central Valley Gearon 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 operation of the CSD Gearon Assets or the conduct of the CSD Central Valley Gearon Business; (y) involving charges of illegal discrimination by CSD Gearon under any federal or state employment Laws, or (z) involving Environmental Laws or zoning laws, except as otherwise specifically described in Section 3.5(b4.6(b) of the CSD Gearon Disclosure ScheduleSchedule except, in each case, such applications, Claims or Legal Actions as do not and will not have, individually or in the aggregate, any material adverse effect on Gearon. (c) Except as otherwise specifically described in Section 3.5(c4.6(c) of the CSD Gearon Disclosure Schedule, no Event exists or has occurred, which, to CSDGearon'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 (i) any Governmental Authorization or 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 CSD Gearon or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the CSD Gearon Assets or the conduct of the CSD Central Valley Gearon Business, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Gearon. (d) With respect to matters, if any, of a nature referred to in Section 3.5(a4.6(a), 3.5(b4.6(b) or 3.5(c4.6(c) of the CSD Gearon Disclosure Schedule, except as otherwise specifically described in Section 3.5(d4.6(d) of the CSD Gearon Disclosure Schedule, all such information and matters set forth in the CSD Gearon Disclosure Schedule, if adversely determined against CSDGearon, will not, individually or in the aggregate, have a materially adversely effect on CSDGearon.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.5(a4.6(a) of the CSD TCT Disclosure Schedule contains a true, complete and accurate description of each material Governmental Authorization required under Applicable Laws Law (i) to own and operate the CSD Central Valley TCT Assets and conduct the 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 CSD TCT to execute and deliver this Agreement and to perform its obligations hereunder. CSD TCT has obtained all Governmental Authorizations which that are necessary for the ownership or operation of the CSD TCT Assets or the conduct of the CSD Central Valley TCT Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on CSDTCT. None of the Governmental Authorizations listed in Section 3.5(a4.6(a) of the CSD TCT Disclosure Schedule is subject to any restriction or condition which that would limit in any material respect the ownership or operations of the CSD TCT Assets or the conduct of the CSD Central Valley TCT Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 3.5(a4.6(a) of the CSD 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 CSD TCT or its officers, directors, employees or agents, and the ownership or and operation of the CSD TCT Assets or and the conduct of the CSD Central Valley TCT Business are in accordance in all material respects with the Governmental Authorizations. All material reports, forms and statements required to be filed by CSD TCT with all Authorities with respect to the CSD Central Valley 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 CSDTCT's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. CSD has no reason to believe that any such Governmental Authorization would not be renewed in the name of CSD by the granting Authority in the ordinary course. (b) Except as otherwise specifically described set forth in Section 3.5(b4.6(b) of the CSD TCT Disclosure Schedule, neither CSD nor any director or officer thereof (in connection with ownership or operation of the CSD Assets or the conduct of the CSD Central Valley Business) is in or is charged by any Authority with or, to CSD's knowledge, at any time since January 1, 1993 1998, TCT has been conducted its business and owned and operated its property and assets in accordance with all Applicable Laws and Governmental Authorizations, except for such breaches, violations and defaults as, individually or has been in the aggregate, have not had and are not reasonably likely to have a material adverse effect on TCT. Except as otherwise specifically described in Section 4.6(b) of the TCT Disclosure Schedule, TCT is not is in and is not charged by any Authority with, orand, to CSDTCT's knowledge, is not threatened or under investigation by any Authority with respect to, any 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 CSD TCT Assets or the conduct of the CSD Central Valley Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to CSD's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the CSD Assets or the conduct of the CSD Central Valley TCT Business whichwhich will, 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 have a nature as would adversely affect the ownership or operation of the CSD Assets or the conduct of the CSD Central Valley Business; (y) involving charges of illegal discrimination by CSD under any federal or state employment Laws, or (z) involving Environmental Laws or zoning laws, except as otherwise specifically described in Section 3.5(b) of the CSD Disclosure Schedule. (c) material adverse effect on TCT. Except as otherwise specifically described in Section 3.5(c4.6(b) of the CSD TCT Disclosure Schedule, no Event exists or has occurred, which, to CSD'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 (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and will not haveas, individually or in the aggregate, any have not had and reasonably would not have a material adverse effect on CSD or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the CSD Assets or the conduct of the CSD Central Valley Business. (d) TCT. With respect to matters, if any, of a nature referred to in Section 3.5(a), 3.5(b) or 3.5(c4.6(b) of the CSD TCT Disclosure Schedule, except as otherwise specifically described in Section 3.5(d4.6(b) of the CSD TCT Disclosure Schedule, all such information and matters set forth in the CSD TCT Disclosure Schedule, if adversely determined against CSD, will notTCT, individually or in the aggregate, would not reasonably be expected to have a materially adversely material adverse effect on CSDTCT. (c) Except as set forth in Section 4.6(c) of the TCT Disclosure Schedule, there have not been since the formation of TCT and there are no Legal Actions of any kind pending or, to the knowledge of TCT, threatened at law, in equity or before any Authority against TCT or any of its officers or Management Committee representatives relating to the ownership or operation of the TCT Assets or the conduct of the TCT Business. Such disclosed Legal Actions, if determined adversely to TCT, individually or in the aggregate, would not reasonably be expected to not have a material adverse effect on TCT; such disclosed Legal Actions could not materially and adversely affect the ability of TCT to perform its obligations under this Agreement, nor are there any judgments or orders outstanding against TCT that could have such effect.