Common use of Franchises, Permits, Licenses; Compliance with Applicable Laws and Court Orders Clause in Contracts

Franchises, Permits, Licenses; Compliance with Applicable Laws and Court Orders. Except for intellectual property matters covered by Section 4.23, the ATMI Group and each ATMI Group Subsidiary have all Permits necessary to own, lease or operate its properties or necessary for the conduct of its business as currently conducted, other than those the absence of which would not result in an ATMI Material Adverse Effect. All such Permits are in full force and effect, and there is no condition, nor has any event occurred, which constitutes or with the giving of notice, or passage of time, or both, would constitute a violation of the terms of any Permit, and to the knowledge of the ATMI Group, no suspension or cancellation of any of them is pending or threatened. Neither the execution of this Agreement or the Additional Agreements to which any of the ATMI Group is a party nor the consummation of the transactions contemplated hereby or thereby would constitute a violation of the terms of any such Permit or grounds for the termination of any such Permit. No application for a Permit filed by or on behalf of the ATMI Group or any ATMI Group Subsidiary, or in connection with a facility operated by the ATMI Group or any ATMI Group Subsidiary, within the last five (5) years has been denied, other than the denial of Permits which individually or in the aggregate did not or does not have an ATMI Material Adverse Effect. The ATMI Group and each ATMI Group Subsidiary have, in the operation of its business, duly complied with all applicable laws, rules, regulations, Permits and orders of federal, state, local and foreign governments, except where the failure to comply did not or does not have an ATMI Material Adverse Effect. Neither the ATMI Group nor any ATMI Group Subsidiary is in default, and no event has occurred that with notice or the passage of time or both would constitute such a default, with respect to any order, judgment, writ, injunction, decree, award, Permit, rule or regulation of any court, governmental or regulatory body or arbitrator which restrains or limits in any material respect the operation of the business of, or the use of the assets of, the ATMI Group and the ATMI Group Subsidiaries taken as a whole. To the knowledge of the ATMI Group, no officer, director, member or partner of the ATMI Group would be unable to give the representation that none of the events or circumstances described in Rule 262 of Regulation A under the Securities Act have occurred. 4.

Franchises, Permits, Licenses; Compliance with Applicable Laws and Court Orders. Except for intellectual property matters covered by Section 4.233.26, the ATMI ADCS Group and each ATMI ADCS Group Subsidiary have all Permits requisite franchises, permits, licenses, authorizations, variances, orders and approvals of governmental or administrative authorities (each a "Permit" and together the "Permits") necessary to own, lease or operate its properties or necessary for the conduct of its business as currently conducted, other than those the absence of which would not result in an ATMI ADCS Material Adverse Effect. All such Permits are in full force and effect, and there is no condition, nor has any event occurred, which constitutes or with the giving of notice, or passage of time, or both, would constitute a violation of the terms of any Permit, and to the knowledge of the ATMI ADCS Group, no suspension or cancellation of any of them is pending or threatened. Neither the execution of this Agreement or the Additional Agreements to which any of the ATMI ADCS Group is a party nor the consummation of the transactions contemplated hereby or thereby would constitute a violation of the terms of any such Permit or grounds for the termination of any such Permit. Schedule 3.11 contains a complete list of all such Permits and any outstanding applications for Permits to which the ADCS Group or any ADCS Group Subsidiary is a party. No application for a Permit filed by or on behalf of the ATMI ADCS Group or any ATMI ADCS Group Subsidiary, or in connection with a facility operated by the ATMI ADCS Group or any ATMI ADCS Group Subsidiary, within the last five (5) years has been denied, other than the denial of Permits which individually or in the aggregate did not or does not have an ATMI ADCS Material Adverse Effect. The ATMI ADCS Group and each ATMI ADCS Group Subsidiary have, in the operation of its business, duly complied with all applicable laws, rules, regulations, Permits and orders of federal, state, local and foreign governments, except where the failure to comply did not or does not have an ATMI ADCS Material Adverse Effect. Neither the ATMI ADCS Group nor any ATMI ADCS Group Subsidiary is in default, and no event has occurred that with notice or the passage of time or both would constitute such a default, with respect to any order, judgment, writ, injunction, decree, award, Permit, rule or regulation of any court, governmental or regulatory body or arbitrator which restrains or limits in any material respect the operation of the business of, or 19 20 the use of the assets of, the ATMI ADCS Group and the ATMI ADCS Group Subsidiaries taken as a whole. To the knowledge of the ATMI ADCS Group, no officer, director, member or partner of the ATMI ADCS Group would be unable to give the representation that none of the events or circumstances described in Rule 262 of Regulation A under the Securities Act have occurred. 43.

Franchises, Permits, Licenses; Compliance with Applicable Laws and Court Orders. Except for intellectual property matters covered by Section 4.233.26, the ATMI ADCS Group and each ATMI ADCS Group Subsidiary have all Permits requisite franchises, permits, licenses, authorizations, variances, orders and approvals of governmental or administrative authorities (each a "Permit" and together the "Permits") necessary to own, lease or operate its properties or necessary for the conduct of its business as currently conducted, other than those the absence of which would not result in an ATMI ADCS Material Adverse Effect. All such Permits are in full force and effect, and there is no condition, nor has any event occurred, which constitutes or with the giving of notice, or passage of time, or both, would constitute a violation of the terms of any Permit, and to the knowledge of the ATMI ADCS Group, no suspension or cancellation of any of them is pending or threatened. Neither the execution of this Agreement or the Additional Agreements to which any of the ATMI ADCS Group is a party nor the consummation of the transactions contemplated hereby or thereby would constitute a violation of the terms of any such Permit or grounds for the termination of any such Permit. Schedule 3.11 contains a complete list of all such Permits and any outstanding applications for Permits to which the ADCS Group or any ADCS Group Subsidiary is a party. No application for a Permit filed by or on behalf of the ATMI ADCS Group or any ATMI ADCS Group Subsidiary, or in connection with a facility operated by the ATMI ADCS Group or any ATMI ADCS Group Subsidiary, within the last five (5) years has been denied, other than the denial of Permits which individually or in the aggregate did not or does not have an ATMI ADCS Material Adverse Effect. The ATMI ADCS Group and each ATMI ADCS Group Subsidiary have, in the operation of its business, duly complied with all applicable laws, rules, regulations, Permits and orders of federal, state, local and foreign governments, except where the failure to comply did not or does not have an ATMI ADCS Material Adverse Effect. Neither the ATMI ADCS Group nor any ATMI ADCS Group Subsidiary is in default, and no event has occurred that with notice or the passage of time or both would constitute such a default, with respect to any order, judgment, writ, injunction, decree, award, Permit, rule or regulation of any court, governmental or regulatory body or arbitrator which restrains or limits in any material respect the operation of the business of, or A-19 20 the use of the assets of, the ATMI ADCS Group and the ATMI ADCS Group Subsidiaries taken as a whole. To the knowledge of the ATMI ADCS Group, no officer, director, member or partner of the ATMI ADCS Group would be unable to give the representation that none of the events or circumstances described in Rule 262 of Regulation A under the Securities Act have occurred. 43.

Franchises, Permits, Licenses; Compliance with Applicable Laws and Court Orders. Except for intellectual property matters covered by Section 4.23, the ATMI Group and each ATMI Group Subsidiary have all Permits necessary to own, lease or operate its properties or necessary for the conduct of its business as currently conducted, other than those the absence of which would not result in an ATMI Material Adverse Effect. All such Permits are in full force and effect, and there is no condition, nor has any event occurred, which constitutes or with the giving of notice, or passage of time, or both, would constitute a violation of the terms of any Permit, and to the knowledge of the ATMI Group, no suspension or cancellation of any of them is pending or threatened. Neither the execution of this Agreement or the Additional Agreements to which any of the ATMI Group is a party nor the consummation of the transactions contemplated hereby or thereby would constitute a violation of the terms of any such Permit or grounds for the termination of any such Permit. No application for a Permit filed by or on behalf of the ATMI Group or any ATMI Group Subsidiary, or in connection with a facility operated by the ATMI Group or any ATMI Group Subsidiary, within the last five (5) years has been denied, other than the denial of Permits which individually or in the aggregate did not or does not have an ATMI Material Adverse Effect. The ATMI Group and each ATMI Group Subsidiary have, in the operation of its business, duly complied with all applicable laws, rules, regulations, Permits and orders of federal, state, local and foreign governments, except where the failure to comply did not or does not have an ATMI Material Adverse Effect. Neither the ATMI Group nor any ATMI Group Subsidiary is in default, and no event has occurred that with notice or the passage of time or both would constitute such a default, with respect to any order, judgment, writ, injunction, decree, award, Permit, rule or regulation of any court, governmental or regulatory body or arbitrator which restrains or limits in any material respect the operation of the business of, or the use of the assets of, the ATMI Group and the ATMI Group Subsidiaries taken as a whole. To the knowledge of the ATMI Group, no officer, director, member or partner of the ATMI Group would be unable to give the representation that none of the events or circumstances described in Rule 262 of Regulation A under the Securities Act have occurred. 4.

Franchises, Permits, Licenses; Compliance with Applicable Laws and Court Orders. Except for intellectual property matters covered by Section 4.233.26, the ATMI ADCS Group and each ATMI ADCS Group Subsidiary have all Permits requisite franchises, permits, licenses, authorizations, variances, orders and approvals of governmental or administrative authorities (each a "Permit" and together the "Permits") necessary to own, lease or operate its properties or necessary for the conduct of its business as currently conducted, other than those the absence of which would not result in an ATMI ADCS Material Adverse Effect. All such Permits are in full force and effect, and there is no condition, nor has any event occurred, which constitutes or with the giving of notice, or passage of time, or both, would constitute a violation of the terms of any Permit, and to the knowledge of the ATMI ADCS Group, no suspension or cancellation of any of them is pending or threatened. Neither the execution of this Agreement or the Additional Agreements to which any of the ATMI ADCS Group is a party nor the consummation of the transactions contemplated hereby or thereby would constitute a violation of the terms of any such Permit or grounds for the termination of any such Permit. Schedule 3.11 contains a complete list of all such Permits and any outstanding applications for Permits to which the ADCS Group or any ADCS Group Subsidiary is a party. No application for a Permit filed by or on behalf of the ATMI ADCS Group or any ATMI ADCS Group Subsidiary, or in connection with a facility operated by the ATMI ADCS Group or any ATMI ADCS Group Subsidiary, within the last five (5) years has been denied, other than the denial of Permits which individually or in the aggregate did not or does not have an ATMI ADCS Material Adverse Effect. The ATMI ADCS Group and each ATMI ADCS Group Subsidiary have, in the operation of its business, duly complied with all applicable laws, rules, regulations, Permits and orders of federal, state, local and foreign governments, except where the failure to comply did not or does not have an ATMI ADCS Material Adverse Effect. Neither the ATMI ADCS Group nor any ATMI ADCS Group Subsidiary is in default, and no event has occurred that with notice or the passage of time or both would constitute such a default, with respect to any order, judgment, writ, injunction, decree, award, Permit, rule or regulation of any court, governmental or regulatory body or arbitrator which restrains or limits in any material respect the operation of the business of, or the use of the assets of, the ATMI ADCS Group and the ATMI ADCS Group Subsidiaries taken as a whole. To the knowledge of the ATMI ADCS Group, no officer, director, member or partner of the ATMI ADCS Group would be unable to give the representation that none of the events or circumstances described in Rule 262 of Regulation A under the Securities Act have occurred. 4.