Common use of Compliance with Law; Proceedings Clause in Contracts

Compliance with Law; Proceedings. (a) Except as set forth on Schedule 3.6(a), each of the Companies is in compliance with all Laws, Permits and Governmental Orders applicable to it or its assets, properties or business (other than Tax Laws, which are addressed in Section 3.7, employment and labor laws, which are addressed in Sections 3.11 and 3.12, Environmental Laws, which are addressed in Section 3.15, and Laws relating to Intellectual Property, which are addressed in Section 3.16) except for such non-compliance as would not, or would not reasonably be expected to, result in a material adverse effect on the business, assets, condition (financial or otherwise), or results of operations of the Companies, taken as a whole. Except as set forth on Schedule 3.6(a), the Companies have all Permits necessary to own, lease or otherwise hold their properties and assets and to conduct their businesses as currently conducted, except where the failure to obtain the same would not reasonably be expected to result in a material adverse effect on the business, assets, condition (financial or otherwise), or results of operations of the Companies, taken as a whole. Except as set forth on Schedule 3.6(a), and except as would not result in, or would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the business, assets, condition (financial or otherwise), or results of operations of the Companies, taken as a whole, (i) each Permit is in full force and effect in accordance with its terms, (ii) there is no outstanding written notice, nor to Sellers’ Knowledge, any other notice of revocation, cancellation or termination of any Permit, and (iii) there are no proceedings pending or, to Sellers’ Knowledge, threatened that seek the revocation, cancellation, termination, material limitation or restriction of any Permit.

Compliance with Law; Proceedings. (a) Except as set forth on Schedule 3.6(a), the Company and each of Company Subsidiary is, and at all times during the Companies is last three (3) years has been, in compliance with all Laws, Permits and Governmental Orders (including privacy and security policies) applicable to it or its assets, properties or business (other than Tax Laws, which are addressed in Section 3.7, employment and labor laws, which are addressed in Sections 3.11 and 3.12, Environmental Laws, which are addressed in Section 3.15, and Laws relating to Intellectual Property, which are addressed in Section 3.16) except for such non-compliance as would not, or would not reasonably be expected to, to result in a material adverse effect on the business, assets, condition (financial or otherwise), or results of operations of the Companies, taken as a wholeMaterial Adverse Effect. Except as set forth on Schedule 3.6(a), the Companies have Company and each Company Subsidiary has all Permits necessary to own, lease or otherwise hold their properties and assets and to conduct their businesses as currently conducted, except where the failure to obtain the same would not have or would reasonably be expected to result in a material adverse effect on the business, assets, condition (financial or otherwise), or results of operations of the Companies, taken as a wholeMaterial Adverse Effect. Except as set forth on Schedule 3.6(a), and except as would not result in, or would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the business, assets, condition (financial or otherwise), or results of operations of the Companies, taken as a wholeMaterial Adverse Effect, (i) each Permit is in full force and effect in accordance with its terms, (ii) none of Seller, the Company or the Company Subsidiaries has received any written notification from any Governmental Entity alleging that it is in default or violation in any respect any Permits, other than any such defaults or violations that have been cured, waived or would not reasonably be expected to result in a Material Adverse Effect, (iii) there is no outstanding written notice, nor to Sellers’ Seller’s Knowledge, any other notice of revocation, cancellation cancellation, termination, suspension, material limitation or termination restriction of any Permit, and (iii) there are no proceedings (including rate cases) pending or, to Sellers’ Seller’s Knowledge, threatened that seek the revocation, cancellation, termination, suspension, material limitation or restriction of any Permit.

Compliance with Law; Proceedings. (a) Except as set forth on Schedule 3.6(a)3.7, each ownership, operation and use of the Companies is Assets are in compliance with all Laws, Permits and Governmental Orders applicable to it or its assets, properties or business (other than Tax Laws, which are addressed in Section 3.73.8, employment and labor laws, laws which are addressed in Sections 3.11 and 3.12Section 3.10, Environmental Laws, which are addressed in Section 3.15, 3.13 and Laws relating to Intellectual Property, which are addressed in Section 3.163.14) except for such non-compliance as would not, or would not reasonably be expected to, result in a material adverse effect on the business, assets, condition (financial Business or otherwise), or results of operations of the Companies, taken as a wholeAssets. Except as set forth on Schedule 3.6(a)3.7, the Companies have PNG, Peoples or Xxxxx Mountain, as applicable has all Permits necessary to own, lease own and operate or otherwise hold their properties and assets and to conduct their businesses the Business as currently conducted, except where the failure to obtain the same would not reasonably be expected to result in a material adverse effect on the business, assets, condition (financial Business or otherwise), or results of operations of the Companies, taken as a wholeAssets. Except as set forth on Schedule 3.6(a)3.7, and except as would not result in, or would not reasonably be expected to to, result in, individually or in the aggregate, a material adverse effect on the business, assets, condition (financial Business or otherwise), or results of operations of the Companies, taken as a wholeAssets, (i) each Permit is in full force and effect in accordance with its terms, (ii) there is no outstanding written notice, nor to Sellers’ PNG’s Knowledge, any other notice of revocation, cancellation cancellation, termination, material limitation or termination restriction of any Permit, and (iii) there are no proceedings pending or, to Sellers’ PNG’s Knowledge, threatened that seek the revocation, cancellation, termination, material limitation or restriction of any Permit.

Compliance with Law; Proceedings. (a) 3.7.1 Except as set forth on Schedule 3.6(a)3.7, each of the Companies VNG is in compliance with all Lawslaws, Permits rules, regulations, licenses, permits and Governmental Orders orders applicable to it or and its assets, properties or business (other than Tax Laws, which are addressed in Section 3.7, employment and labor laws, which are addressed in Sections 3.11 and Section 3.12, and Environmental Laws, which are addressed in Section 3.153.18), and Laws relating to Intellectual Property, which are addressed in Section 3.16) except for such non-compliance as would not, or would not reasonably be expected to, result in have a material adverse effect on the business, assets, condition (financial or otherwise), or results of operations of the Companies, taken as a wholeMaterial Adverse Effect. Except as set forth on Schedule 3.6(a)3.7, the Companies have VNG has all Permits permits, licenses, franchises and other governmental authorizations (collectively, "Permits") necessary to own, lease or otherwise hold their its properties and assets and to conduct their businesses its business as currently conducted, except where the failure to obtain the same would not, or would not reasonably be expected to result in to, have a material adverse effect on the business, assets, condition (financial or otherwise), or results of operations of the Companies, taken as a wholeMaterial Adverse Effect. Except as set forth on Schedule 3.6(a)3.7, and except as would not result inhave, or would not reasonably be expected to result in, individually or in the aggregatehave, a material adverse effect on the business, assets, condition (financial or otherwise), or results of operations of the Companies, taken as a wholeMaterial Adverse Effect, (i) each Permit is in full force and effect in accordance with its terms, (ii) there is no outstanding written notice, nor to Sellers’ Seller's Knowledge, any other notice of revocation, cancellation or termination of any Permit, and (iii) there are no proceedings pending or, to Sellers’ Seller's Knowledge, threatened that seek the revocation, cancellation, termination, material limitation cancellation or restriction termination of any Permit. 3.7.2 Except as set forth on Schedule 3.7, (i) each franchise is in full force and effect in accordance with its terms, (ii) there is no outstanding written notice, nor to Seller's Knowledge, any other notice, of revocation, cancellation or termination of any franchise, (iii) there are no liabilities of VNG under any existing or expired franchise which have not been fully satisfied, and (iv) there are no proceedings pending or, to Seller's Knowledge, threatened that seek the revocation, cancellation or termination of any franchise.