Common use of Compliance with Law; Permits Clause in Contracts

Compliance with Law; Permits. (a) Each Acquired Company, and, with respect to the Business, each Seller Entity is in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign constitution, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have, individually or in the aggregate, a Business Material Adverse Effect. (b) Each Acquired Company and with respect to the Business, each Seller Entity, is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for each Seller Entity and each Acquired Company to own, lease and operate its properties and assets or to carry on the Business as it is now being conducted (the “Seller Permits”), except where the failure to have any of Seller Permits would not have, individually or in the aggregate, a Business Material Adverse Effect. All Seller Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Business Material Adverse Effect.

Compliance with Law; Permits. (a) Each Acquired Company, and, with respect to the Business, each Seller Entity is in compliance with and are is not in default under or in violation of any applicable federal, state, local or foreign constitution, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have, individually or in the aggregate, a Business Material Adverse Effect. (b) Each Acquired Company and with respect to the Business, each Seller Entity, is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for each Seller Entity and each Acquired Company to own, lease and operate its properties and assets or to carry on the Business as it is now being conducted (the “Seller Permits”), except where the failure to have any of Seller Permits would not have, individually or in the aggregate, a Business Material Adverse Effect. All Seller Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Business Material Adverse Effect.

Compliance with Law; Permits. (a) Each Acquired Company, and, with respect to the Bay Area Business, each Seller Entity is in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign constitution, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have, individually or in the aggregate, a Business Material Adverse Effect. (ba) Each Acquired Company and with respect to the Bay Area Business, each Seller Entity, is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for each Seller Entity and each Acquired Company to own, lease and operate its properties and assets or to carry on the Bay Area Business as it is now being conducted (the “Seller Permits”), except where the failure to have any of Seller Permits would not have, individually or in the aggregate, a Business Material Adverse Effect. All Seller Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Business Material Adverse Effect.

Compliance with Law; Permits. (a) Each Acquired Company, and, with respect to the Other Business, each Seller Entity is in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign constitution, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have, individually or in the aggregate, a Business Material Adverse Effect. (b) Each Acquired Company and with respect to the Other Business, each Seller Entity, is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for each Seller Entity and each Acquired Company to own, lease and operate its properties and assets or to carry on the Other Business as it is now being conducted (the “Seller Permits”), except where the failure to have any of Seller Permits would not have, individually or in the aggregate, a Business Material Adverse Effect. All Seller Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Business Material Adverse Effect.

Compliance with Law; Permits. (a) Each Acquired The Company and each of the Company’s Subsidiaries are, andand since January 1, with respect to the Business2012 has been, each Seller Entity is in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign constitution, law (including common law), statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have, individually or in the aggregate, a Business Company Material Adverse Effect. Notwithstanding anything contained in this Section 3.7(a), no representation or warranty shall be deemed to be made in this Section 3.7(a) in respect of the matters referred in Sections 3.4 or 3.5, or in respect of environmental, Tax, employee benefits or labor Law matters, each of which matter is addressed by other sections of this Agreement. (b) Each Acquired The Company and with respect to the Business, each Seller Entity, is Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of issued by any Governmental Entity (collectively, “Permits”) necessary for each Seller Entity the Company and each Acquired Company the Company’s Subsidiaries to lawfully own, lease and operate its their properties and assets or to lawfully carry on the Business their businesses as it is they are now being conducted (the “Seller Company Permits”), except where the failure to have any of Seller the Company Permits would not have, individually or in the aggregate, a Business Company Material Adverse Effect. All Seller Company Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Business Company Material Adverse Effect.

Compliance with Law; Permits. (a) Each Acquired The Company and each of the Company, and, with respect to the Business, each Seller Entity is 's Subsidiaries are in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign constitution, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws” "LAWS" and each, a “Law”"LAW"), except where such non-compliance, default or violation would not have, individually or in the aggregate, a Business Company Material Adverse Effect. (b) Each Acquired The Company and with respect to the Business, each Seller Entity, is Company's Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for each Seller Entity the Company and each Acquired Company the Company's Subsidiaries to own, lease and operate its their properties and assets or to carry on the Business their businesses as it is they are now being conducted (the “Seller Permits”"COMPANY PERMITS"), except where the failure to have any of Seller the Company Permits would not have, individually or in the aggregate, a Business Company Material Adverse Effect. All Seller Company Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Business Company Material Adverse Effect.

Compliance with Law; Permits. (a) Each Acquired CompanyThe Company and each of its Subsidiaries is, andand since the later of January 1, with respect to the Business2005 and its respective date of formation or organization has been, each Seller Entity is in compliance with and are is not in default under or in violation of any applicable federal, state, local or foreign constitution, or provincial law, statute, code, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement issued, enacted, adopted, promulgated, implemented of or otherwise put into effect by undertaking to or under the authority of agreement with any Governmental Entity Entity, including common law (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not havenot, individually or in the aggregate, have a Business Company Material Adverse Effect. (b) Each Acquired The Company and with respect to the Business, each Seller Entity, is its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for each Seller Entity the Company and each Acquired Company its Subsidiaries to own, lease and operate its their properties and assets or to carry on the Business their businesses as it is they are now being conducted (the “Seller Company Permits”), except where the failure to have any of Seller the Company Permits would not havenot, individually or in the aggregate, have a Business Company Material Adverse Effect. All Seller Company Permits are in full force and effect, except where the failure to be in full force and effect would not havenot, individually or in the aggregate, have a Business Company Material Adverse Effect.

Compliance with Law; Permits. (a) Each Acquired The Company and each of the Company, and, with respect to the Business, each Seller Entity is ’s Subsidiaries are in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign constitution, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have, individually or in the aggregate, a Business Company Material Adverse Effect. (b) Each Acquired The Company and with respect to the Business, each Seller Entity, is Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for each Seller Entity the Company and each Acquired Company the Company’s Subsidiaries to own, lease and operate its their properties and assets or to carry on the Business their businesses as it is they are now being conducted (the “Seller Company Permits”), except where the failure to have any of Seller the Company Permits would not have, individually or in the aggregate, a Business Company Material Adverse Effect. All Seller Company Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Business Company Material Adverse Effect.

Compliance with Law; Permits. (a) Each Except as would not have a Business Material Adverse Effect, each Acquired Company, and, with respect to the Business, each Seller Entity Entity, is (and since December 25, 2005, has been) in compliance with and are is not in default under or in violation of any applicable federal, state, local or foreign constitution, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have, individually or in the aggregate, a Business Material Adverse Effect. (b) Each Acquired Company and with respect to the Business, each Seller Entity, is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for each Seller Entity and each the Acquired Company Companies to own, lease and operate its their properties and assets or to carry on the Business as it is now being conducted (the “Seller Permits”), except where the failure to have any of the Seller Permits would not have, individually or in the aggregate, a Business Material Adverse Effect. All Each Acquired Company has complied in all material respects with all terms and conditions of the Seller Permits, and all Seller Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, have a Business Material Adverse Effect.

Compliance with Law; Permits. (a) Each Acquired Company, and, with respect to the Bay Area Business, each Seller Entity is in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign constitution, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have, individually or in the aggregate, a Business Material Adverse Effect. (b) Each Acquired Company and with respect to the Bay Area Business, each Seller Entity, is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for each Seller Entity and each Acquired Company to own, lease and operate its properties and assets or to carry on the Bay Area Business as it is now being conducted (the “Seller Permits”), except where the failure to have any of Seller Permits would not have, individually or in the aggregate, a Business Material Adverse Effect. All Seller Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Business Material Adverse Effect.