Common use of Compliance with Law; Governmental Approvals Clause in Contracts

Compliance with Law; Governmental Approvals. Each of the Company and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (d) where the failure to have, comply, file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company and its Subsidiaries Credit Party (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection of clause (di), (ii) or (iii) where the failure to have, comply, comply or file or retain could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Restricted Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack challenge by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law Law, except in each case under this subsection clause (di), (ii) or (iii) above, where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Restricted Subsidiary thereof (ia) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (iib) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iiic) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law Law, except in the case of each case under this subsection of clauses (da), (b) or (c) where the failure to have, comply, file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Subsidiary thereof (ia) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (iib) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties except to the extent that any such non-compliance could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect and (iiic) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws Laws, with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law Law, except in each case under this subsection (d) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Subsidiary thereof (ia) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best knowledge of its knowledgeany Responsible Officer, threatened attack by direct or collateral proceeding, (iib) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iiic) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (da), (b) or (c) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Loan Party and its Subsidiaries each Subsidiary thereof (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (di), (ii) or (iii) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Subsidiary thereof (ia) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened (in writing) attack by direct or collateral proceeding, (iib) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iiic) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection of clauses (da), (b) or (c) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Restricted Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack challenge by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law Law, except in each case under this subsection clause (di), (ii) or (iii) above, where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company The Borrower and its Subsidiaries each Subsidiary (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (di), (ii) or (iii) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Loan Party and its Subsidiaries each Subsidiary thereof (ia) has all Governmental Approvals required by any Applicable Law applicable Legal Requirements for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (iib) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) applicable Legal Requirements relating to it or any of its respective properties and (iiic) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws applicable Legal Requirements with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law all applicable Legal Requirements except in each such case under this subsection (d) where the failure to have, comply, comply or file or retain could not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority Authority, and has retained all material records and documents required to be retained by it under Applicable Law except Law; except, in each case under this subsection referred to in clauses (di), (ii) where and (iii) above, to the extent that the failure to have, comply, file or retain comply with the terms thereof could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law Law, except in each case under this subsection (di), (ii) or (iii) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Subsidiary thereof (ia) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened (in writing) attack by direct or collateral proceeding, (iib) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iiic) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (da), (b) or (c) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (di), (ii) or (iii) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Subsidiary thereof (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection described in clause (di), (ii) or (iii) above where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its Borrower’s knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance in all material respects with each Governmental Approval applicable to it it, (iii) is in compliance, and has been in compliance compliance, with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iiiiv) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law Law, except in each case under this subsection (d) where the failure to have, comply, file comply with or retain satisfy could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (d) where the failure to have, comply, file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, except for such Governmental Approvals the absence of which could not reasonably be expected to have a Material Adverse Effect, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties properties, except in each case where the failure to so comply could not reasonably be expected to have a Material Adverse Effect and (iii) has has, to the best of its knowledge, timely filed all material reports, documents and other materials material required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (d) where the failure to have, comply, file or retain could not reasonably be expected to have a Material Adverse EffectLaw.

Compliance with Law; Governmental Approvals. Each of the Company Domestic Borrower and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties properties, the failure of which to comply with could reasonably be expected to have a Material Adverse Effect and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (d) where Law, the failure of which to have, comply, file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its businessbusiness as currently conducted, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (di), (ii) or (iii) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except Law; except, in each case under this subsection referred to in clauses (di), (ii) where and (iii) above, to the extent that the failure to have, comply, file or retain comply with the terms thereof could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrowers and its their Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (di), (ii) or (iii) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Restricted Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (d) where the failure to haveobtain or comply with such Governmental Approval or be in such compliance or file such reports, comply, file documents or retain could other materials would not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Subsidiary thereof (ia) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (iib) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iiic) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law Law, except in the case of each case under this subsection of clauses (da), (b) or (c) where the failure to have, comply, file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Subsidiary thereof (ia) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and appeal, is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceedingproceeding and, except as set forth in Schedule 7.5, is not subject to any formal or informal investigation by any Governmental Authority, (iib) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iiic) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (da), (b) or (c) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its businessbusiness and complete the Tender Offer, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority Authority, including any such reports, documents and other materials required to be filed on or before the date hereof in connection with the Tender Offer, and has retained all material records and documents required to be retained by it under Applicable Law except Law; except, in each case under this subsection referred to in clauses (di), (ii) where and (iii) above, to the extent that the failure to have, comply, file or retain comply with the terms thereof could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Subsidiary thereof (ia) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (iib) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties properties, and (iiic) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in the case of each case under this subsection of clause (da), (b) or (c) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries (i) has all Governmental Approvals Approvals, including all material Licenses, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval Approval, including all material Licenses, applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties properties, and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law Law, except in each case under this subsection (d) where the failure to have, comply, file or retain do so could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each Except for Environmental Laws and Environmental Permits exclusively set forth in Section 6.1(h) hereof, each of the Company Holdings and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (di), (ii) or (iii) where the failure to have, comply, file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Subsidiary thereof (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (di), (ii) or (iii) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Except for Environmental Laws and its Subsidiaries Environmental Permits exclusively set forth in SECTION 7.1(h) hereof, each Credit Party (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (di), (ii) or (iii) where the failure to have, comply, file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its Borrower's knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance in all material respects with each Governmental Approval applicable to it it, (iii) is in compliance, and has been in compliance compliance, with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iiiiv) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law Law, except in each case under this subsection (d) where the failure to have, comply, file comply with or retain satisfy could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries the Guarantor (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (di), (ii) or (iii) where the failure to have, comply, file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Subsidiary thereof (ia) has all Governmental Approvals required by any Applicable Law for it to conduct its businessbusiness as currently being conducted, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (iib) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iiic) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law Law, except in each case under this subsection of clause (da), (b) or (c) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Loan Party and its Subsidiaries each Subsidiary thereof (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, , (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except except, in each case under this subsection of clause (di), (ii) or (iii), where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (di), (ii) or (iii) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect. The Acquisition and the Acquisition Documents comply with all Applicable Laws relating thereto.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Subsidiary thereof (ia) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (iib) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iiic) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law Law, except in the case of each case under this subsection of clauses (da), (b) or (c) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Subsidiary thereof (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law Law, except in the case of each case under this subsection of clauses (di), (ii) and (iii) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Borrower and its Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the PATRIOT Act) relating to it or any of its respective properties and (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (d) where the failure to have, comply, file or retain could not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Approvals. Each of the Company Credit Party and its Subsidiaries each Subsidiary thereof (iother than Immaterial Foreign Subsidiaries) (a) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, (iib) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, all Environmental Laws and the Act) relating to it or any of its respective properties Properties and (iiic) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case under this subsection (da), (b) or (c) where the failure to have, comply, comply or file or retain could not reasonably be expected to have a Material Adverse Effect.. 54537432_8