Common use of Compliance with Laws; Licenses Clause in Contracts

Compliance with Laws; Licenses. The businesses of each of the Company and the Company Subsidiaries have been conducted in compliance with all Laws, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Each of the Company and each Company Subsidiary is in possession of all governmental permits, licenses, franchises, variances, exemptions, orders issued or granted by a Governmental Entity and all other authorizations, consents, certificates of public convenience and/or necessity and approvals issued or granted by a Governmental Entity (collectively, "Licenses") necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As of the date of this Agreement, no suspension or cancellation of any such License is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, any such License, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of management of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which would not, individually or in the aggregate, reasonably be expected to have been conducted a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all Lawspermits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where the failure to so possess or comply would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on or prevent, materially delay or materially impair the Company. Each consummation of the Company and each Company Subsidiary is in possession of all governmental permits, licenses, franchises, variances, exemptions, orders issued or granted transactions contemplated by a Governmental Entity and all other authorizations, consents, certificates of public convenience and/or necessity and approvals issued or granted by a Governmental Entity (collectively, "Licenses") necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As of the date of this Agreement, no suspension or cancellation of any such License is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, any such License, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

Compliance with Laws; Licenses. The businesses of each of the Company Parent and the Company its Subsidiaries have not been conducted in compliance with all Lawsviolation of any Law or any Order, including any Laws or Orders relating to (i) the protection of human health, occupational safety, the environment or natural resources or (ii) wages, hours, WARN or any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, workers’ compensation or the collection and payment of withholding and/or social security taxes or any similar tax, except where the failure to so comply for violations that would not, individually or in the aggregate, reasonably be expected likely to have a Parent Material Adverse Effect on the CompanyEffect. Each of the Company and each Company Subsidiary is in possession of all governmental permits, licenses, franchises, variances, exemptions, orders issued No investigation or granted review by a any Governmental Entity and all other authorizationswith respect to Parent or any of its Subsidiaries is pending or, consentsto the Knowledge of Parent, certificates of public convenience and/or necessity and approvals issued or granted by a threatened, nor has any Governmental Entity (collectively, "Licenses") necessary for each provided written notice to Parent or any of its Subsidiaries of its intention to conduct the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conductedsame, except where for those the failure to have, or the suspension or cancellation of, any such License outcome of which would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect on the CompanyEffect. As Parent has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement, no suspension or cancellation of any such License is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, any such License, except for any such conflicts, defaults, breaches or violations changes and noncompliance that would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect on Effect. Each of Parent and its Subsidiaries has obtained, and is in substantial compliance with, all Licenses necessary to conduct its business as presently conducted, except for those the Companyabsence of which, or failure to be in compliance with which, would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.

Compliance with Laws; Licenses. The businesses of each of the Company and the Company Subsidiaries have been conducted operates its business in compliance with all Lawslaws applicable to such business, except where the failure to so comply for such noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the Company. Each To the knowledge of the Company, no investigation or review by any governmental entity with respect to the Company and each is pending or threatened, nor has any governmental entity provided written notice of an intention to conduct the same, except for such investigations or reviews that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company. The Company Subsidiary is in possession of has all governmental permits, licenses, franchises, variances, exemptions, orders issued or granted by a Governmental Entity governmental entity and all other authorizations, consents, certificates of public convenience and/or necessity consents and approvals issued or granted by a Governmental Entity (collectively, "Licenses") governmental entity necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on conduct its business as it is now being presently conducted, except where those the failure to have, or the suspension or cancellation of, any such License absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the Company. As All the payments required in connection with the maintenance of the date of this Agreementsuch permits, no suspension or cancellation of any such License is pending orlicenses, to the knowledge of the Companyfranchises, threatenedvariances, exemptions, orders, authorizations, consents and approvals are current, except where the failure to have, or the suspension or cancellation of, any make such License payments would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, any such License, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company.

Compliance with Laws; Licenses. The businesses of each of the Company and the Company its Subsidiaries have not been since the Applicable Date, and are not being, conducted in compliance with all Lawsviolation of any federal, except where the failure to so comply would notstate, individually local or in the aggregateforeign law, reasonably be expected to have a Material Adverse Effect on the Company. Each statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, directive, decree, arbitration award, agency requirement, license or permit of the Company and each Company Subsidiary is in possession of all governmental permits, licenses, franchises, variances, exemptions, orders issued or granted by a Governmental Entity and all other authorizations, consents, certificates of public convenience and/or necessity and approvals issued or granted by a any Governmental Entity (collectively, "Licenses") necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As of the date of this Agreement, no suspension or cancellation of any such License is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, any such License“Laws”), except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect on Effect. Except with respect to regulatory matters covered by Section 6.6 or except as set forth in Schedule 5.1(h)(i) of the Company Disclosure Letter, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries, including without limitation financial and market conduct examinations, is pending as of the date of this Agreement or, to the Knowledge of the Company, threatened as of the date of this Agreement except for those the outcome of which would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries each has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect.

Compliance with Laws; Licenses. The businesses Since January 1, 2003, the business of each of CBD Investor, the Company and the each Company Subsidiaries have Subsidiary has been conducted in compliance with all Laws, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Each of CBD Investor, the Company and each Company Subsidiary is in possession of all governmental permits, licenses, franchises, variances, exemptions, orders issued or granted by a Governmental Entity and all other authorizations, consents, certificates of public convenience and/or necessity and approvals issued or granted by a Governmental Entity (collectively, "Licenses") Licenses necessary for each of the Company or the Company Subsidiaries it to own, lease and operate its properties or to carry on its business as it is now and as presently contemplated as being conducted, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on CBD Investor or the Company. As of the date of this Agreement, no suspension or cancellation of any such License is pending or, to the knowledge Knowledge of the CompanyContributors, threatened, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on CBD Investor or the Company. Neither CBD Investor, nor the Company nor any Company Subsidiary is in conflict with, in default under, or in default, breach or violation of, of any such License, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Since January 1, 2003, neither the Company nor any Company Subsidiary has received any written notice from a Governmental Authority that alleges that the Company or a Company Subsidiary is not in compliance, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries have not been since the Applicable Date, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except with respect to regulatory matters covered by Section 6.3, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries have been conducted in compliance with all Lawsis pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except where for such investigations or reviews, the failure to so comply outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. Each of the The Company and its Subsidiaries each Company Subsidiary has obtained (and there is no suspension currently in effect or cancellation of) and is in possession of compliance with all governmental permits, licensescertifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions, exemptions and orders issued or granted by a Governmental Entity and all other authorizations, consents, certificates of public convenience and/or necessity and approvals issued or granted by a Governmental Entity (collectively, "“Licenses"”) necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on conduct its business as it is now being presently conducted, except where those the failure to have, or the suspension or cancellation of, any such License would notabsence of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the Company. As of the date of this Agreement, no suspension or cancellation of any such License is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, any such License, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect.