Common use of Compliance with Laws; Permits and Licenses Clause in Contracts

Compliance with Laws; Permits and Licenses. The operations of the Evercore Parties and the Evercore Subsidiaries are being and, since January 1, 2007 have been, conducted in compliance in all respects with all applicable Laws, in each case, except for such violations and non-compliance as would not reasonably be expected to have a Material Adverse Effect. Each of the Evercore Parties and the Evercore Subsidiaries holds all permits, certificates, licenses, approvals, orders and other authorizations (“Permits”) of each Governmental Entity which are necessary for the business and operations of the Evercore Parties and such Evercore Subsidiaries, except where the failure to hold such Permits would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 5.11 of the Evercore Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect, (i) such Permits are valid and in full force and effect, (ii) none of the Evercore Parties or the Evercore Subsidiaries is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits and (iii) none of such Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the Transactions. Except as set forth in Section 5.11 of the Evercore Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect, none of the Evercore Parties or the Evercore Subsidiaries has received any written or, to the knowledge of the Evercore Parties, oral notification from any Governmental Entity asserting that such Governmental Entity intends to revoke or suspend any Permit necessary for the operation of the business and operations of the Evercore Parties and the Evercore Subsidiaries.

Compliance with Laws; Permits and Licenses. The operations of the Evercore Trilantic Parties and the Evercore Subsidiaries Trilantic Funds are being and, since January 1, 2007 2007, have been, conducted in compliance in all respects with all applicable Laws, in each case, except for such violations and non-compliance as would not reasonably be expected to have a Material Adverse Effect. Each of the Evercore Trilantic Parties and the Evercore Subsidiaries Trilantic Funds holds all permits, certificates, licenses, approvals, orders and other authorizations (“Permits”) of each Governmental Entity which are necessary for the business and operations of the Evercore Trilantic Parties and such Evercore Subsidiariesthe Trilantic Funds, except where the failure to hold such Permits would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 5.11 4.10 of the Evercore Trilantic Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect, (ia) such Permits are valid and in full force and effect, (iib) none of the Evercore Trilantic Parties or the Evercore Subsidiaries Trilantic Funds is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits and (iiic) none of such Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the Transactions. Except as set forth in Section 5.11 4.10 of the Evercore Trilantic Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect, none of the Evercore Trilantic Parties or the Evercore Subsidiaries Trilantic Funds has received any written or, to the knowledge of the Evercore PartiesTrilantic Parties and the Trilantic Funds, oral notification from any Governmental Entity asserting that such Governmental Entity intends to revoke or suspend any Permit necessary for the operation of the business and operations of the Evercore Trilantic Parties and the Evercore SubsidiariesTrilantic Funds.

Compliance with Laws; Permits and Licenses. The operations of each of the Evercore Parties and the Evercore Subsidiaries Subject Companies are being and, since January 1, 2007 2003, have been, conducted in compliance in all respects with all applicable Applicable Laws, in each case, except for such violations and non-compliance as where the failure to so comply would not reasonably be expected to have a Material Adverse Effect, and, to the Knowledge of Seller, none of the Subject Companies has been charged or is or has been since January 1, 2003 under investigation with respect to any material violations of any Applicable Laws. Each of the Evercore Parties and the Evercore Subsidiaries Subject Companies holds all permits, certificates, licenses, approvals, orders and other authorizations (“Permits”) of each Governmental Entity Authority which are necessary for the business and operations operation of the Evercore Parties and such Evercore SubsidiariesBusiness, except where the failure to hold any such Permits Permit would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 5.11 4.9 of the Evercore Seller Disclosure Schedule or as would not reasonably be expected to have a Material Adverse EffectLetter, (i) such the material Permits are valid and in full force and effect, (ii) none neither the Company nor any of the Evercore Parties or the Evercore its Subsidiaries is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such the material Permits and (iii) none of such the material Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the Transactionstransactions contemplated hereby. Except as set forth in Section 5.11 4.9 of the Evercore Seller Disclosure Schedule Letter, since January 1, 2004, none of the Subject Companies has received any written or, to the Knowledge of Seller, oral notification from any Governmental Authority asserting that any Person is not in compliance with any of the statutes, regulations or as ordinances that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit, except where such noncompliance, revocation or suspension would not reasonably be expected to have a Material Adverse Effect, none of the Evercore Parties or the Evercore Subsidiaries has received any written or, to the knowledge of the Evercore Parties, oral notification from any Governmental Entity asserting that such Governmental Entity intends to revoke or suspend any Permit necessary for the operation of the business and operations of the Evercore Parties and the Evercore Subsidiaries.