Common use of Governmental Actions/Filings Clause in Contracts

Governmental Actions/Filings. (a) The Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (as defined below) (including Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the air and the water) necessary to the conduct by the Company and its Subsidiaries of their business (as presently conducted) or used or held for use by the Company and its Subsidiaries except for any of the foregoing that if not granted, held or made, would not have, individually or in the aggregate, a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole. Each such Governmental Action/Filing is in full force and effect and the Company and its Subsidiaries are in substantial compliance with all of their obligations with respect thereto. To the knowledge of the Company, no event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a whole. To the knowledge of the Company, no Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any of its Subsidiaries to enable any of them to continue to conduct its business and operations and use its properties after the Closing in a manner that is consistent with current practice except for any of such that, if not obtained, secured or made, would not, either individually or in the aggregate, have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a whole.

Governmental Actions/Filings. (a) The Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (as defined below) (including Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the air and the water) necessary to the conduct by the Company and its Subsidiaries of their business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company and its Subsidiaries except for any of the foregoing thereof that if not granted, held or made, would not have, individually or in the aggregate, a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole. Each such Governmental Action/Filing is in full force and effect and will be renewed in the ordinary course of the Company’s business and the Company and its Subsidiaries are in substantial compliance with all of their obligations with respect thereto. To the knowledge of the Company, no No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a whole. To the knowledge of the Company, no No Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any of its Subsidiaries to enable any of them to continue to conduct its business and operations and use its properties after the Closing in a manner that is consistent with current practice except for any of such that, if not obtained, secured or made, would not, either individually or in the aggregate, have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a whole.

Governmental Actions/Filings. (a) The Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect, the Company and its Subsidiaries have Subsidiary has been granted and holdholds, and have has made, all Governmental Actions/Filings (as defined below) (including including, without limitation, the Governmental Actions/Filings required for emission the manufacture and sale of all products manufactured and/or services rendered or discharge of effluents and pollutants into the air and the watersold by it) necessary to the conduct by the Company and its Subsidiaries Subsidiary of their business (as presently conducted) or used or held for use by the Company businesses, and its Subsidiaries except for any true, complete and correct copies of the foregoing that if not granted, held or made, would not have, individually or in the aggregate, a Material Adverse Effect upon the Company and its Subsidiaries taken as a wholematerial Governmental Actions/Filings have heretofore been made available to Buyer. Each such Governmental Action/Filing is in full force and effect and will not expire prior to December 31, 2008, and the Company and its Subsidiaries are Subsidiary is in substantial compliance with all of their its obligations with respect theretothereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect). To the knowledge of the Company, no No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a wholeSubsidiary. To the knowledge of the Company, no No Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or any of its Subsidiaries Subsidiary to enable any of them to continue to conduct its business their businesses and operations and use its properties after the Closing in a manner that which is consistent with current practice except for practice. For purposes of this Agreement, the term “Governmental Action/Filing” shall mean any franchise, license, certificate of such thatcompliance, if not obtainedauthorization, secured consent, order, permit, approval, or madeother action of, would not, either individually or in the aggregate, have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a wholefiling, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) The Except as set forth in Schedule 2.21(a) and as contemplated by the Farm Purchase Agreement and the transactions contemplated thereunder, the Company and its Subsidiaries have has been granted and holdholds, and have has made, all Governmental Actions/Filings (as defined below) (including including, without limitation, Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the air and the water) necessary to the conduct by the Company and of its Subsidiaries of their business (as presently conducted) conducted or used or held for use by the Company Company, and its Subsidiaries except for any true, complete and correct copies of the foregoing that if not granted, held or made, would not have, individually or in the aggregate, a Material Adverse Effect upon the Company and its Subsidiaries taken as a wholewhich have heretofore been delivered to Parent. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 2009 and the Company and its Subsidiaries are is in substantial material compliance with all of their its obligations with respect thereto. To the knowledge of the Company, no No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or any of its Subsidiaries taken Company. Except as a whole. To set forth in Schedule 2.21(a) and as contemplated by the knowledge of Farm Purchase Agreement and the Companytransactions contemplated thereunder, no Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any of its Subsidiaries to enable any of them it to continue to conduct its business businesses and operations and use its properties and assets after the Closing in a manner that which is consistent with current practice except for any of such that, if not obtained, secured or made, would not, either individually or in the aggregate, have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a wholepractice.

Governmental Actions/Filings. (a) The Company Except as set forth in Schedule 3.21(a), each of Parent, Holdco and its Subsidiaries have Merger Sub has been granted and holdholds, and have has made, all Governmental Actions/Filings (as defined below) (including including, without limitation, Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the air and the water) necessary to the conduct by the Company Parent, Holdco and its Subsidiaries Merger Sub of their business respective businesses (as presently conducted) or used or held for use by the Company and its Subsidiaries , except for any Governmental Actions/Filings the failure of the foregoing that if not grantedwhich to have been granted to, held by or made, made by Parent would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect upon on Parent. True, complete and correct copies of each such Governmental Action/Filing has heretofore been delivered or made available to the Company and or its Subsidiaries taken as a wholecounsel. Each such Governmental ActionActions/Filing is in full force and effect and the Company each of Parent, Holdco and its Subsidiaries are Merger Sub is in substantial compliance with all of their its obligations with respect thereto, except for any such noncompliance which, individually or in the aggregate, would not have a Material Adverse Effect on Parent. To the knowledge of the Company, no No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents of the other Transaction Documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a whole. To the knowledge of the Company, no Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any of its Subsidiaries to enable any of them to continue to conduct its business and operations and use its properties after the Closing in a manner that is consistent with current practice except for any of such that, if not obtained, secured or made, would not, either individually or in the aggregate, have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a wholeParent.

Governmental Actions/Filings. (a) The Company Naked and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (as defined below) (including including, without limitation, Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the air and the water) necessary to the conduct by the Company Naked and its Subsidiaries of their business (as presently conducted) or used or held for use by the Company Naked and its Subsidiaries except for any of the foregoing thereof that if not granted, held or made, would not have, individually or in the aggregate, a Material Adverse Effect upon the Company Naked and its Subsidiaries taken as a whole. Each such Governmental Action/Filing is in full force and effect and should be able to be renewed in the Company ordinary course of Naked’s business and Naked and its Subsidiaries are in substantial compliance with all of their obligations with respect thereto. To the knowledge of the CompanyNaked, no event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation by Naked and its Subsidiaries of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect upon the Company or any of Naked and its Subsidiaries taken as a whole. To the knowledge of the Company, no No Governmental Action/Filing is necessary to be obtained, secured or made by the Company any of Naked or any of its Subsidiaries to enable any of them to continue to conduct its their business and operations and use its their properties after the Closing in a manner that is consistent with current practice except for any of such that, if not obtained, secured or made, would not, either individually or in the aggregate, have a Material Adverse Effect upon the Company or any of Naked and its Subsidiaries taken as a whole.

Governmental Actions/Filings. (a) The Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (as defined below) (including Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the air and the water) necessary to the conduct by the Company and its Subsidiaries of their business (as presently conducted) conducted or used or held for use by the Company and its Subsidiaries except for any of the foregoing thereof that if not granted, held or made, would not have, individually or in the aggregate, a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole. Each such Governmental Action/Filing is in full force and effect and is expected to be renewed in the ordinary course of the Company’s business and the Company and its Subsidiaries are in substantial compliance with all of their obligations with respect thereto. To the knowledge of the Company, no No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a whole. To the knowledge of the Company, no No Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any of its Subsidiaries to enable any of them to continue to conduct its business and operations and use its properties after the Closing in a manner that is consistent with current practice except for any of such that, if not obtained, secured or made, would not, either individually or in the aggregate, have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a whole.

Governmental Actions/Filings. (a) The Except as set forth in Schedule 2.24, the Company and each of its Subsidiaries have has been granted and holdholds, and have has made, all Governmental Actions/Filings (as defined below) (including including, without limitation, the Governmental Actions/Filings required for emission or discharge the manufacture and sale of effluents all products manufactured and pollutants into the air and the watersold by it) necessary to the conduct by the Company and each of its Subsidiaries of their business businesses (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company or each of its Subsidiaries, and its Subsidiaries except for any true, complete and correct copies of the foregoing that if not granted, held or made, would not have, individually or in the aggregate, a Material Adverse Effect upon the Company and its Subsidiaries taken as a wholewhich have heretofore been made available to Parent. Each such Governmental Action/Filing is in full force and effect and will not expire prior to December 31, 2008 (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect), and the Company and each of its Subsidiaries are is in substantial compliance with all of their its obligations with respect thereto. To the knowledge of the Company, no No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a wholeSubsidiaries. To the knowledge of the Company, no No Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any of its Subsidiaries to enable any of them to continue to conduct its business their businesses and operations and use its properties after the Closing in a manner that which is consistent with current practice except for practice. For purposes of this Agreement, the term “Governmental Action/Filing” shall mean any franchise, license, certificate of such thatcompliance, if not obtainedauthorization, secured consent, order, permit, approval, consent or madeother action of, would not, either individually or in the aggregate, have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a wholefiling, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) The Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (as defined below) (including including, without limitation, Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the air and the water) necessary to the conduct by the Company and its Subsidiaries of their business (as presently conducted) or used or held for use by the Company and its Subsidiaries except for any of the foregoing thereof that if not granted, held or made, would not have, individually or in the aggregate, a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole. Each such Governmental Action/Filing is in full force and effect and should be able to be renewed in the ordinary course of the Company’s business and the Company and its Subsidiaries are in substantial compliance with all of their obligations with respect thereto. To the knowledge of the Company, no event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation by the Company and its Subsidiaries of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect upon the Company or any of and its Subsidiaries taken as a whole. To the knowledge of the Company, no No Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any of its the Company’s Subsidiaries to enable any of them to continue to conduct its business and operations and use its properties after the Closing in a manner that is consistent with current practice except for any of such that, if not obtained, secured or made, would not, either individually or in the aggregate, have a Material Adverse Effect upon the Company or any of and its Subsidiaries taken as a whole.

Governmental Actions/Filings. Except as set forth in Schedule 2.21: (ai) The the Company and its Subsidiaries have has been granted and holdholds, and have has made, all Governmental Actions/Filings (as defined below) (including including, without limitation, the Governmental Actions/Filings required for emission or discharge the provision of effluents and pollutants into the air and the water) necessary to the conduct all services provided by the Company and its Subsidiaries of their business (as presently conducted) or used or held for use by the Company and its Subsidiaries Company, except for where any of the foregoing that if not granted, held or made, such failure in compliance would not have, individually or in the aggregate, have a Material Adverse Effect upon the Company Company, and its Subsidiaries taken as a whole. Each true, complete and correct copies of which have heretofore been made available to Buyer or to Buyer’s counsel; (ii) each such Governmental Action/Filing is in full force and effect and will not expire prior to December 31, 2006 (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect), and the Company and its Subsidiaries are is in substantial compliance with all of their its obligations with respect thereto. To the knowledge of thereto except where any such failure in compliance would not have a Material Adverse Effect upon the Company, ; (iii) no event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a whole. To the knowledge of the Company, ; and (iv) no Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any of its Subsidiaries to enable any of them it to continue to conduct its business businesses and operations and use its properties after the Closing in a manner that which is consistent with current practice except for any of such that, if not obtained, secured actions or made, would notfilings, either individually or in the aggregate, that would not have a Material Adverse Effect upon the Company Company. For purposes of this Agreement, the term “Governmental Action/Filing” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, consent or other action of, or any of its Subsidiaries taken as a wholefiling, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. Except as set forth in Section 2.21 of the Parent Disclosure Schedule: (ai) The Company and its Subsidiaries have Parent has been granted and holdholds, and have has made, all applicable Governmental Actions/Filings (as defined below) (including including, without limitation, the Governmental Actions/Filings required for emission or discharge the provision of effluents and pollutants into the air and the water) necessary to the conduct all services provided by the Company and its Subsidiaries of their business Parent (as presently conducted) or used or held for use by the Company and its Subsidiaries Parent), except for where any of the foregoing that if not granted, held or made, such failure in compliance would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect upon the Company Parent, and true, complete and correct copies of which have heretofore been made available to IGPAC or its Subsidiaries taken as a whole. Each counsel; (ii) each such Governmental Action/Filing is in full force and effect and will not expire prior to Closing (except to the Company extent such expiration is not reasonably expected to have a Material Adverse Effect), and its Subsidiaries are Parent is in substantial compliance with all of their its obligations with respect thereto. To the knowledge of the Company, thereto except where any such failure in compliance would not reasonably expected to have a Material Adverse Effect upon Parent; (iii) no event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect upon Parent; and (iv) except for such Governmental Action/Filing to be obtained, secured or made by Parent prior to the Company or any of its Subsidiaries taken as a whole. To the knowledge of the CompanyClosing, no Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any of its Subsidiaries Parent to enable any of them it to continue to conduct its business businesses and operations and use its properties after the Closing in a manner that which is consistent with current practice except for any of such that, if not obtained, secured actions or made, would notfilings, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a wholeParent.

Governmental Actions/Filings. (a) The Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (as defined below) (including including, without limitation, Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the air and the water) necessary to the conduct by the Company and its Subsidiaries of their business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company and its Subsidiaries except for any of the foregoing thereof that if not granted, held or made, would not have, individually or in the aggregate, a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole. Each such Governmental Action/Filing is in full force and effect and will be renewed in the ordinary course of the Company’s business and the Company and its Subsidiaries are in substantial compliance with all of their obligations with respect thereto. To the knowledge of the Company, no No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a whole. To the knowledge of the Company, no No Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any of its Subsidiaries to enable any of them to continue to conduct its business and operations and use its properties after the Closing in a manner that is consistent with current practice except for any of such that, if not obtained, secured or made, would not, either individually or in the aggregate, have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a whole.

Governmental Actions/Filings. (a) The Company Bendon and its Subsidiaries the Bendon Group Companies have been granted and hold, and have made, all Governmental Actions/Filings (as defined below) (including including, without limitation, Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the air and the water) necessary to the conduct by Bendon and the Company and its Subsidiaries Bendon Group Companies of their business (as presently conducted) or used or held for use by Bendon and the Company and its Subsidiaries Bendon Group Companies except for any of the foregoing thereof that if not granted, held or made, would not have, individually or in the aggregate, a Material Adverse Effect upon Bendon and the Company and its Subsidiaries Bendon Group Companies taken as a whole. Each such Governmental Action/Filing is in full force and effect and should be able to be renewed in the Company ordinary course of Bendon’s business and its Subsidiaries Bendon and the Bendon Group Companies are in substantial compliance with all of their obligations with respect thereto. To the knowledge of the CompanyBendon, no event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation by Bendon and the Bendon Group Companies of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect upon Bendon and the Company or any of its Subsidiaries Bendon Group Companies taken as a whole. To the knowledge of the Company, no No Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any of its Subsidiaries Bendon or the Bendon Group Companies to enable any of them to continue to conduct its their business and operations and use its their properties after the Closing in a manner that is consistent with current practice except for any of such that, if not obtained, secured or made, would not, either individually or in the aggregate, have a Material Adverse Effect upon Bendon and the Company or any of its Subsidiaries Bendon Group Companies taken as a whole.

Governmental Actions/Filings. (a) The Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (as defined below) (including including, without limitation, Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the air and the water) necessary to the conduct by the Company and its Subsidiaries of their business (as presently conducted) or used or held for use by the Company and its Subsidiaries except for any of the foregoing thereof that if not granted, held or made, would not have, individually or in the aggregate, a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole. Each such Governmental Action/Filing is in full force and effect and should be able to be renewed in the ordinary course of the Company’s business and the Company and its Subsidiaries are in substantial compliance with all of their obligations with respect thereto. To the knowledge of the Company, no No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or any of and its Subsidiaries taken as a whole. To the knowledge of the Company, no No Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any of its the Company’s Subsidiaries to enable any of them to continue to conduct its business and operations and use its properties after the Closing in a manner that is consistent with current practice except for any of such that, if not obtained, secured or made, would not, either individually or in the aggregate, have a Material Adverse Effect upon the Company or any of and its Subsidiaries taken as a whole.