Common use of Compliance with Private Authorizations Clause in Contracts

Compliance with Private Authorizations. Section 3.6 of the Disclosure -------------------------------------- Schedule sets forth a true, correct and complete list and description of each Private Authorization which individually is material to the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. Each of the Company and each Subsidiary has obtained all Private Authorizations which are necessary for the ownership by the Company or each Subsidiary of its properties and the conduct of its business as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, singly or in the aggregate, Adversely Affect the Company or the Company and its Subsidiaries taken as a whole. Neither the Company nor any Subsidiary is in breach or violation of, or is in default in the performance, observance or fulfillment of, any Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation default, under any Contractual Obligation or Private Authorization, except for such defaults, breaches or violations, as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions. No Private Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination.

Compliance with Private Authorizations. Section 3.6 of the -------------------------------------- Disclosure -------------------------------------- Schedule sets forth a true, correct and complete list and description of each Private Authorization which individually is material to the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. Each of the Company and each Subsidiary has obtained all Private Authorizations which are necessary for the ownership by the Company or each Subsidiary of its properties and the conduct of its business as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, singly or in the aggregate, Adversely Affect the Company or the Company and its Subsidiaries taken as a whole. Neither the Company nor any Subsidiary is in breach or violation of, or is in default in the performance, observance or fulfillment of, any Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation default, under any Contractual Obligation or Private Authorization, except for such defaults, breaches or violations, as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions. No Private Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination.

Compliance with Private Authorizations. Section 3.6 of the Disclosure -------------------------------------- Schedule sets forth forth, to the Company's knowledge, a true, correct and complete list and description of each Private Authorization which individually is material to the Company or the Company and its Subsidiaries taken as a wholeSubsidiaries, all of which are in full force and effect, except as set forth in Section 3.6 of the Disclosure Schedule. Each To the Company's knowledge, each of the Company and each Subsidiary its Subsidiaries has obtained all Private Authorizations which are necessary for the ownership by the Company or each such Company Subsidiary of its properties and the conduct of its business as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, couldcould reasonably be expected to, singly or in the aggregate, Adversely Affect the Company or Company. To the Company and its Subsidiaries taken Company's knowledge, except as a whole. Neither set forth in Section 3.6 of the Disclosure Schedule, (i) neither the Company nor any Company Subsidiary is in breach or violation of, or is in default in the performance, observance or fulfillment of, any Private Authorization, and (ii) no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any Contractual Obligation or Private Authorization, except for such defaults, breaches or violations, violations as do not and, to the Company's knowledge, will not have in the aggregate have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions. No material Private Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination.

Compliance with Private Authorizations. Section 3.6 of the Disclosure -------------------------------------- Schedule Letter sets forth a true, correct and complete list and description of each Private Authorization which individually is material to the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. Each of the Company and each Subsidiary has obtained all Private Authorizations which are necessary for the ownership by the Company or each Subsidiary of its properties and the conduct of its business as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, singly or in the aggregate, Adversely Affect the Company or the Company and its Subsidiaries taken as a whole. Neither the Company nor any Subsidiary is in breach or violation of, or is in default in the performance, observance or fulfillment of, any Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation default, under any Contractual Obligation or Private Authorization, except for such defaults, breaches or violations, as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions. No Private Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination.

Compliance with Private Authorizations. Section 3.6 of the -------------------------------------- Disclosure -------------------------------------- Schedule sets forth a true, correct and complete list and description of each Private Authorization which individually is material to the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. Each of the Company and each Subsidiary has obtained all Private Authorizations which are necessary for the ownership by the Company or each Subsidiary of its properties and the conduct of its business as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, singly or in the aggregate, Adversely Affect the Company or the Company and its Subsidiaries taken as a whole. Neither the Company nor any Subsidiary is in breach or violation of, or is in default in the performance, observance or fulfillment of, any Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation default, under any Contractual Obligation or Private Authorization, except for such defaults, breaches or violations, as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger Asset Purchase and the Transactions. No Private Authorization is the subject of any pending or, to the Company's or Principal Stockholder's knowledge, threatened attack, revocation or termination.

Compliance with Private Authorizations. Section 3.6 of the Disclosure -------------------------------------- Schedule Letter sets forth a true, correct and complete list and description of each Private Authorization which individually is material to the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. Each of the Company and each Subsidiary has obtained all Private Authorizations which are necessary for the ownership by the Company or each Subsidiary of its properties and the conduct of its business as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, singly or in the aggregate, Adversely Affect the Company or the Company and its Subsidiaries taken as a whole. Neither the Company nor any Subsidiary is in breach or violation of, or is in default in the performance, observance or fulfillment of, any Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation default, under any Contractual Obligation or Private Authorization, except for such defaults, breaches or violations, as do not and, to the Company's knowledge, will not have in the aggregate individually any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions. No Private Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination.

Compliance with Private Authorizations. Section 3.6 of the Disclosure -------------------------------------- Schedule sets forth a true, correct and complete list and description of each Private Authorization which individually is material to the Company or the Company and its Subsidiaries taken as a wholeCompany, all of which are in full force and effect. Each of the The Company and each Subsidiary has obtained all Private Authorizations which that are necessary for the ownership by the Company or each Subsidiary of its properties and the conduct of its business as now conducted or as presently proposed to be conducted or whichthat, if not obtained and maintained, could, singly or in the aggregate, Adversely Affect the Company or Company. To the Company's knowledge, the Company and its Subsidiaries taken as a whole. Neither the Company nor any Subsidiary is not in breach or violation of, or is in default in the performance, observance or fulfillment of, any Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any Contractual Obligation or Private Authorization, except for such defaults, breaches or violations, violations as do not and, to the Company's knowledge, will not have in the aggregate have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions. No material Private Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination.

Compliance with Private Authorizations. Section 3.6 of the Disclosure -------------------------------------- Schedule sets forth a true, correct and complete list and description of each Private Authorization which individually is material to the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. Each of the Company and each Subsidiary has obtained all Private Authorizations which are necessary for the ownership by the Company or each Subsidiary of its properties and the conduct of its business as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, singly or in the aggregate, Adversely Affect the Company or the Company and its Subsidiaries taken as a whole. Neither the Company nor any Subsidiary is in breach or violation of, or is in default in the performance, observance or fulfillment of, any Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation default, under any Contractual Obligation or Private Authorization, except for such defaults, breaches or violations, as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger Asset Purchase and the Transactions. No Private Authorization is the subject of any pending or, to the Company's or Principal Stockholder's knowledge, threatened attack, revocation or termination.