Common use of Compliance with Laws; Governmental Permits Clause in Contracts

Compliance with Laws; Governmental Permits. (a) The Company has complied in all material respects with, is not in violation in any material respect of, and has not received any notices of violation with respect to, Applicable Law. To the knowledge of the Company, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, Applicable Law in any material respect. (b) The Company has obtained each material federal, provincial, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. The Company has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization, and to the knowledge of the Company, no such notice or other communication is forthcoming. The Company has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Company has complied in all material respects with, and each Subsidiary is not in violation in any material respect ofviolation, and has not received any written notices of violation with respect to, any Applicable Law. To Law that is material to the knowledge of the CompanyBusiness, no event has occurredexcept, and no condition or circumstance existsin each case, for any such violation that will (with or without notice or lapse of time) constitute or result in a violation by would not be material to the Company ofand the Subsidiaries, or taken as a failure on the part of the Company to comply with, Applicable Law in any material respectwhole. (b) The Company and each Subsidiary has obtained each material federal, provincial, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its material assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all except where the failure to have so obtained such consent, license, permit, grant or other authorization would not have a Material Adverse Effect. All of the Company Authorizations are in full force and effect. The Neither the Company nor any Subsidiary has not received any written notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization, and to the knowledge of the Company, no such notice or other communication is forthcoming. The Company has materially complied and each Subsidiary is in material compliance with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the TransactionsAuthorizations.

Compliance with Laws; Governmental Permits. (a) The Company has complied in all material respects with, is not in violation in any material respect of, and has not received any notices of violation with respect to, Applicable Law. To the knowledge of the Company, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, Applicable Law in any material respect. (b) The Company has obtained each material federal, provincial, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. The Company has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization, and to the knowledge of the Company, no such notice or other communication is forthcoming. The Company has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Company has complied in all material respects with, is not in violation in any material respect of, and as of the Agreement Date, has not received any written notices of violation with respect to, Applicable Law. To the knowledge of the Company, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, Applicable Law in any material respect. (b) The Company has obtained each material federal, provincial, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. The Company has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization, and to the knowledge of the Company, no such notice or other communication is forthcoming. The Company has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Company has complied in all material respects with, is not in violation in any material respect of, and has not received any notices of violation with respect to, Applicable Law. To the knowledge of the Company, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, Applicable Law in any material respectLegal Requirement. (b) The Company has obtained each material federal, provincial, state, county, local or foreign governmental consent, license, permit, grant grant, or other authorization of a Governmental Entity (i) pursuant to which the Company currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct operation of the Business Company’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants grants, and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. The Company has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization, and to the knowledge of the Company, no such notice or other communication is forthcoming. The Company has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactionstransactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) The Company has complied in all material respects with, is not in violation in any material respect of, and has not received any notices of violation with respect to, Applicable Law. To the knowledge of the Company, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, Applicable Law in any material respect. (b) The Company has obtained each material federal, provincial, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. The Company has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization, and to the knowledge of the Company, no such notice or other communication is forthcoming. The Company has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Company has and each Subsidiary has, at all times since January 1, 2014, complied in all material respects with, is not in violation in any material respect of, and has not received any written other notices of violation with respect to, Applicable Law. To ; provided, that such representation shall not be deemed to be a representation regarding the knowledge compliance of the Company, no event has occurred, and no condition or circumstance exists, that will (Merger with or without notice or lapse of time) constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, Applicable Law in any material respectLaws concerning antitrust. (b) The Company and each Subsidiary has obtained each material federal, provincial, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its respective assets or properties or (ii) that is required for the conduct of the Business Business, as currently conducted, or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. The Neither the Company nor any Subsidiary has not received any written notice or or, to the Knowledge of the Company, other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization, and to the knowledge of the Company, no such notice or other communication is forthcoming. The Company and each Subsidiary has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Each of the Company has complied and each Subsidiary is in compliance in all material respects with, is not in material violation in any material respect of, and has not received any written notices of violation which have not be remedied with respect to, any Applicable Law. To Law with respect to the knowledge conduct of the Company, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Company ofits business, or a failure on the part ownership or operation of the Company to comply with, Applicable Law in any material respectits business. (b) The Each of the Company and each Subsidiary has obtained each material federal, provincial, state, county, local or foreign governmental consent, license, permit, grant grant, or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct operation of the Business Company’s or any Subsidiary’s business or the holding of any such interest in each case except for such consents, licenses, permits grants and other authorizations the failure to obtain would not be material to the business of the Company and the Subsidiaries taken as a whole (all of the foregoing consents, licenses, permits, grants grants, and other authorizations, collectively, the “"Company Authorizations”"), and all . All of the Company Authorizations are in full force and effect. The Neither the Company nor any Subsidiary has not received any written notice or other written communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization, and to the knowledge of the Company, no such notice or other communication is forthcoming. The Company has materially complied with all of the terms of the Company Authorizations and none None of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactionstransactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) The Since January 1, 2016, each of the Company and each Subsidiary has complied in all material respects with, is not in material violation in any material respect of, and has not received any written notices of violation with respect to, any Applicable Law. To Law with respect to the knowledge conduct of the Company, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Company ofits business, or a failure on the part ownership or operation of the Company to comply with, Applicable Law in any material respectits business. (b) The Each of the Company and each Subsidiary has obtained each material federal, provincial, state, county, local or foreign governmental consent, license, permit, grant grant, or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct operation of the Business Company’s or any Subsidiary’s business or the holding of any such interest in each case except for such consents, licenses, permits grants and other authorizations the failure to obtain would not be material to the business of the Company and the Subsidiaries taken as a whole (all of the foregoing consents, licenses, permits, grants grants, and other authorizations, collectively, the “Company Authorizations”), and all . All of the Company Authorizations are in full force and effect. The Since January 1, 2016, neither the Company nor any Subsidiary has not received any written notice or other written communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization, and to the knowledge of the Company, no such notice or other communication is forthcoming. The Company has materially complied with all of the terms of the Company Authorizations and none None of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactionstransactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) The Company has and the Company Subsidiaries have complied in all material respects with, is are not in violation in any material respect of, and has have not received any written or, to the Company’s knowledge, other notices of violation with respect to, Applicable Law. To the knowledge of the Company, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, Applicable Law in any material respect. (b) The Company has and the Company Subsidiaries have obtained each material federal, provincial, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any Company Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. The Neither the Company nor any Company Subsidiary has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization, and to the knowledge of the Company, no such notice or other communication is forthcoming. The Company has and the Company Subsidiaries have materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Company and each of the Subsidiaries has complied in all material respects with, is not in violation in any material respect of, and has not received any written notices of violation with respect to, Applicable Law. To the knowledge of the Company, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, Applicable Law in any material respect. (b) The Company and each of the Subsidiaries has obtained each material federal, provincial, state, county, local or foreign governmental consent, registration, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any of the Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, registrations, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. The Neither the Company or any of the Subsidiaries has not received any written notice or other written communication from any Governmental Entity regarding (i) any actual or possible alleged material violation of any Company Authorization or (ii) any actual or possible alleged revocation, withdrawal, suspension, cancellation, termination or material modification of any Company Authorization, and to the knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of the Subsidiaries has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.