Common use of Compliance with Laws and Maintenance of Permits Clause in Contracts

Compliance with Laws and Maintenance of Permits. During the Security Period, the Company shall, and shall cause each of the Subsidiaries to, maintain all governmental consents, franchises, certificates, licenses, authorizations, approvals and permits, the lack of which would reasonably be expected to have a Material Adverse Effect and to remain in compliance with all Laws (including Environmental Laws and Laws relating to taxes, employer and employee contributions and similar items, securities, ERISA or employee health and safety) the failure with which to comply would have a Material Adverse Effect on such Person. Following any determination by Marquis in its sole discretion that there is non-compliance, or any condition which requires any action by or on behalf of the Company or any of the Subsidiaries in order to avoid non-compliance, with any Environmental Law, Marquis may, at the Company’s expense, cause an independent environmental engineer reasonably acceptable to Marquis to conduct such tests of the relevant site(s) as are appropriate and prepare and deliver to Buyers a report setting forth the results of such tests, a proposed plan for remediation and an estimate of the costs thereof, and the Company and/or its applicable Subsidiary(ies) shall promptly undertake such recommended or necessary remedial actions as shall be necessary to avoid a Material Adverse Effect.

Compliance with Laws and Maintenance of Permits. During the Security Sub Note Period, the Company shall, and shall cause each of the Subsidiaries to, maintain all governmental consents, franchises, certificates, licenses, authorizations, approvals and permits, the lack of which would reasonably be expected to have a Material Adverse Effect and to remain in compliance with all Laws (including Environmental Laws and Laws relating to taxes, employer and employee contributions and similar items, securities, ERISA or employee health and safety) the failure with which to comply would have a Material Adverse Effect on such Person. Following any determination by Marquis in its sole discretion that there is non-compliance, or any condition which requires any action by or on behalf of the Company or any of the Subsidiaries in order to avoid non-compliance, with any Environmental Law, Marquis may, at the Company’s expense, cause an independent environmental engineer reasonably acceptable to Marquis to conduct such tests of the relevant site(s) as are appropriate and prepare and deliver to Buyers a report setting forth the results of such tests, a proposed plan for remediation and an estimate of the costs thereof, and the Company and/or its applicable Subsidiary(ies) shall promptly undertake such recommended or necessary remedial actions as shall be necessary to avoid a Material Adverse Effect.

Compliance with Laws and Maintenance of Permits. During the Security Reporting Period, the Company RCGI shall, and shall cause each of the Subsidiaries to, maintain all governmental consents, franchises, certificates, licenses, authorizations, approvals and permits, the lack of which would reasonably be expected to have a Material Adverse Effect and to remain in compliance with all Laws (including Environmental Laws and Laws relating to taxes, employer and employee contributions and similar items, securities, ERISA or employee health and safety) the failure with which to comply would have a Material Adverse Effect on such Person. Following any determination by Marquis Buyer in its sole discretion that there is non-compliance, or any condition which requires any action by or on behalf of the Company RCGI or any of the Subsidiaries in order to avoid non-compliance, with any Environmental Law, Marquis Buyer may, at the Company’s such Person's expense, cause an independent environmental engineer reasonably acceptable to Marquis Buyer to conduct such tests of the relevant site(s) as are appropriate and prepare and deliver to Buyers Buyer a report setting forth the results of such tests, a proposed plan for remediation and an estimate of the costs thereof, and the Company RCGI and/or its applicable Subsidiary(ies) shall promptly undertake such recommended or necessary remedial actions as shall be necessary to avoid a Material Adverse Effect.