Compliance with Laws, Material Agreements and Permits. None of the Target Companies is in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: (a) its certificate of incorporation, bylaws or other organizational documents, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority, or (c) any Company Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Each of the Target Companies has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets (“Company Permits”), except for Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the Company. None of the Company Permits will be adversely affected by the execution and delivery by the Company of, or the consummation of the transactions contemplated under, this Agreement or requires any filing or consent in connection therewith. Each of the Target Companies is in compliance with the terms of its Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No investigation or review by any Governmental Authority with respect to any of the Target Companies is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no other party to any Company Material Agreement is in material breach of the terms, provisions or conditions of such Company Material Agreement.
Compliance with Laws, Material Agreements and Permits. None of the Parent Companies is in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: (a) its certificate or articles of incorporation, bylaws or other organizational documents, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority, or (c) any Parent Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Each of the Parent Companies has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets (“Parent Permits”), except for Parent Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on Parent. None of the Parent Permits will be adversely affected by the consummation of the transactions contemplated under this Agreement or requires any filing or consent in connection therewith. Each of the Parent Companies is in compliance with the terms of its Parent Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on Parent. No investigation or review by any Governmental Authority with respect to any of the Parent Companies is pending or, to the knowledge of Parent, threatened. To the knowledge of Parent, no other party to any Parent Material Agreement is in material breach of the terms, provisions or conditions of such Parent Material Agreement.
Compliance with Laws, Material Agreements and Permits. With respect to the Esenjay Assets, Esenjay is not in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under, (a) its articles of incorporation or by-laws, (b) any applicable law, rule, regulation, order, writ, decree or judgment of any Governmental Authority, or (c) any agreement to which Esenjay is a party or to which any of its assets is subject or bound. Esenjay has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business or the lawful ownership, use and operation of its assets ("Esenjay Permits"), except for Esenjay Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on Esenjay. Esenjay is in compliance with the terms of its Esenjay Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on Esenjay. No investigation or review by any Governmental Authority with respect to Esenjay is pending or, to the knowledge of Esenjay, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on Esenjay. To the knowledge of Esenjay, no party to any material agreement affecting the Esenjay Assets or by which the Esenjay Assets are bound is in breach of any of the material terms, provisions or conditions of such agreement.
Compliance with Laws, Material Agreements and Permits. With respect to the Aspect Assets, Aspect is not in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under, (i) its articles of incorporation, or by-laws, (ii) any applicable law, rule, regulation, order, writ, decree or judgment of any Governmental Authority, or (iii) any agreement to which Aspect is a party or to which any of its assets is subject or bound. Aspect has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business or the lawful ownership, use and operation of its assets ("Aspect Permits"), except for Aspect Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on Aspect. Aspect is in compliance with the terms of its Aspect Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on Aspect. No investigation or review by any Governmental Authority with respect to Aspect is pending or, to the knowledge of Aspect, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on Aspect. To the knowledge of Aspect, no party to any material agreement affecting the Aspect Assets or by which the Aspect Assets are bound is in breach of any of the material terms, provisions or conditions of such agreement.
Compliance with Laws, Material Agreements and Permits. Canaan is not ----------------------------------------------------- in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: (a) its certificate or articles of incorporation or bylaws or other governing document; (b) any applicable law, rule, regulation, order, writ, decree or judgment of any Governmental Authority; or (c) any Canaan Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on Canaan. Canaan has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business or the lawful ownership, use and operation of its assets ("Canaan Permits"), except for Canaan Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on Canaan. Canaan is in compliance with the terms of each of the Canaan Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on Canaan. No investigation or review by any Governmental Authority with respect to Canaan is pending or, to the knowledge of Canaan, threatened, other than those, the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on Canaan. To the knowledge of Canaan, no party to any Canaan Material Agreement is in material breach of the terms, provisions and conditions of such Canaan Material Agreement.
Compliance with Laws, Material Agreements and Permits. None of the Prize Companies is in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: (a) its certificate of incorporation, bylaws or other organizational documents, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority, or (c) any Prize Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on Prize. Each of the Prize Companies has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets ("PRIZE PERMITS"), except for Prize Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on Prize. None of the Prize Permits will be adversely affected by the consummation of the transactions contemplated under this Agreement or requires any filing or consent in connection therewith. Each of the Prize Companies is in compliance with the terms of its Prize Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on Prize. No investigation or review by any Governmental Authority with respect to any of the Prize Companies is pending or, to the knowledge of Prize, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on Prize. To the knowledge of Prize, no other party to any Prize Material Agreement is in material breach of the terms, provisions or conditions of such Prize Material Agreement.
Compliance with Laws, Material Agreements and Permits. None of the Tide West Companies is in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under, (a) its certificate or articles of incorporation or by-laws, (b) any applicable law, rule, regulation, order, writ, decree or judgment of any Governmental Authority, or (c) any Tide West Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on Tide West. Each of the Tide West Companies has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business or the lawful ownership, use and operation of its assets ("TIDE WEST PERMITS"), except for Tide West Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on Tide West. Each of the Tide West Companies is in compliance with the terms of its Tide West Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on Tide West. No investigation or review by any Governmental Authority with respect to any of the Tide West Companies is pending or, to the knowledge of Tide West, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on Tide West. To the knowledge of Tide West, no party to any Tide West Material Agreement is in material breach of the terms, provisions and conditions of such Tide West Material Agreement.
Compliance with Laws, Material Agreements and Permits. None of the GreenHunter Companies is in violation of, or in default under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under: (a) its certificate of incorporation, bylaws or other organizational documents, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority, or (c) any GreenHunter Material Agreement, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on GreenHunter. Each of the GreenHunter Companies has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets (“GreenHunter Permits”), except for GreenHunter Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on GreenHunter. None of the GreenHunter Permits will be adversely affected by the consummation of the transactions contemplated under this Agreement or requires any filing or consent in connection therewith. Each of the GreenHunter Companies is in compliance with the terms of its GreenHunter Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on GreenHunter. No investigation or review by any Governmental Authority with respect to any of the GreenHunter Companies is pending or, to the knowledge of GreenHunter, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on GreenHunter. To the knowledge of GreenHunter, no other party to any GreenHunter Material Agreement is in material breach of the terms, provisions or conditions of such GreenHunter Material Agreement.
Compliance with Laws, Material Agreements and Permits. None of the South Coast Entities is in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under, (i) its articles of incorporation, certificate of limited partnership, by-laws or partnership agreement, (ii) any applicable law, rule, regulation, order, writ, decree or judgment of any Governmental Authority, or (iii) any agreement to which any of the South Coast Entities is a party or to which any of their ACQUISITION AGREEMENT AND PLAN OF ORGANIZATION PAGE 16 OF 56 PAGES respective assets is subject or bound, except (in the case of clause (ii) or (iii) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the South Coast Entities. Each of the South Coast Entities has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business or the lawful ownership, use and operation of its assets ("South Coast Permits"), except for South Coast Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on South Coast Entities. Each of the South Coast Entities is in compliance with the terms of its South Coast Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on South Coast Entities. No investigation or review by any Governmental Authority with respect to any of the South Coast Entities is pending or, to the knowledge of South Coast Entities, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on South Coast Entities. To the knowledge of South Coast Entities, no party to any South Coast Material Agreement is in material breach of the terms, provisions and conditions of such South Coast Material Agreement.
Compliance with Laws, Material Agreements and Permits. None of the Araxas Companies is in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under, (i) its articles of incorporation, certificate of limited partnership, by-laws or partnership agreement, (ii) any ACQUISITION AGREEMENT AND PLAN OF ORGANIZATION PAGE 27 OF 56 PAGES applicable law, rule, regulation, order, writ, decree or judgment of any Governmental Authority, or (iii) any agreement to which any of the Araxas Companies is a party or to which any of their respective assets is subject or bound, except (in the case of clause (ii) and (iii) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the Araxas Companies. Each of the Araxas Companies has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business or the lawful ownership, use and operation of its assets ("Araxas Companies Permits"), except for Araxas Companies Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the Araxas Companies. Each of the Araxas Companies is in compliance with the terms of its Araxas Companies Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Araxas Companies. No investigation or review by any Governmental Authority with respect to any of the Araxas Companies is pending or, to the knowledge of Araxas, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on the Araxas Companies.
