Common use of Governmental Actions/Filings Clause in Contracts

Governmental Actions/Filings. Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect, the Company and its Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for the manufacture and sale of all products manufactured and/or services rendered or sold by it) necessary to the conduct by the Company and its Subsidiary of their businesses, and true, complete and correct copies of material 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 Subsidiary is in substantial compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect). 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 its Subsidiary. No Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them to continue to conduct their businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. For purposes of this Agreement, the term “Governmental Action/Filing” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, or other action of, or any filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect2.21(a), the Company and its Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company of its business (as presently conducted and its Subsidiary of their businessesas presently proposed to be conducted) or used or held for use by the Company, except where failure to obtain such Governmental Actions/Filings is not reasonably likely to have a Material Adverse Effect upon the Company, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 20082007, and the Company and its Subsidiary is in substantial material compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 its Subsidiary. Company. (b) No Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. . (c) 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 filing, 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 Schedule 2.24 or as would not have a Material Adverse Effect, the Company and its each Subsidiary has have been granted and holdshold, and has have made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company and its or each Subsidiary of their businessesits businesses (as presently conducted and as presently proposed to be conducted) or used or held for use by Company or any Subsidiary, all of which are listed in Schedule 3.21 hereto, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to Buyer. Each such Governmental Action/Filing is in full force and effect and and, expect as disclosed in Schedule 3.21 hereto, will not expire prior to December 31June 30, 20082005, and the Company and its each Subsidiary is in substantial compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 whichFilings. Except as set forth in Schedule 3.21, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or its Subsidiary. No no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its any Subsidiary to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. For purposes of this Agreement, the term “Governmental Action/Filing” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, or other action of, or any filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect2.21(a), the Company and its Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company of its business (as presently conducted and its Subsidiary of their businessesas presently proposed to be conducted) or used or held for use by the Company, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 2008, and the Company and its Subsidiary is in substantial compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 its Subsidiary. No Company. (b) Except as set forth in Schedule 2.21(b), no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. . (c) 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 filing, registration or qualification with, any federal, foreign, state, provincial, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect4.20(a), the Company and its Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company of its business (as presently conducted and its Subsidiary of their businessesas presently proposed to be conducted) or used or held for use by the Company, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 4.20(a) hereto, will not expire prior to December 31, 2008, and the Company and its Subsidiary is in substantial compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 its Subsidiary. No Company. (b) Except as set forth in Schedule 4.20(b), no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. For purposes of this Agreement, the term “Governmental Action/Filing” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, or other action of, or any filing, 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 Schedule 2.24 or as would not have a Material Adverse Effect, the (a) The Company and its Subsidiary has Subsidiaries have been granted and holdshold, and has have made, all Governmental Actions/Filings (including, without limitation, the as defined below) (including Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the manufacture air and sale of all products manufactured and/or services rendered or sold by itthe water) necessary to the conduct by the Company and its Subsidiary Subsidiaries of their businessesbusiness (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 true, complete and correct copies of material Governmental Actions/Filings have heretofore been made available to Buyerits Subsidiaries taken as a whole. 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 Subsidiary is Subsidiaries are in substantial compliance with all of its their obligations with respect thereto (except to thereto. To the extent such expiration is not reasonably expected to have a Material Adverse Effect). No 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 SubsidiarySubsidiaries taken as a whole. No To the knowledge of the Company, no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or any of its Subsidiary Subsidiaries to enable any of them to continue to conduct their 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. (b) Except as set forth in Schedule 2.21(b), to the knowledge of the Company, no contractors’ licenses are 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 businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. To the knowledge of the Company, all of the contractors’ licenses listed on Schedule 2.21(b) have been obtained, secured or made and are in full force and effect. (c) For purposes of this Agreement, the term “Governmental Action/Filing” shall mean any material franchise, license, certificate of compliance, authorization, consent, order, permit, approval, consent or other action of, or any filing, 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 Schedule 2.24 or as would not have a Material Adverse Effect2.24, the Company and its Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company of its business (as presently conducted and its Subsidiary as presently proposed to be conducted) or used or held for use by the Company other than those Governmental Actions/Filings the absence of their businesseswhich could not reasonably be expected to have a Material Adverse Effect on the Company, and true, complete and correct copies of material Governmental Actions/Filings which 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 Subsidiary is in substantial compliance with all of its obligations with respect thereto 2008 (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect), and the Company is in substantial compliance with all of its obligations with respect thereto. 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 its SubsidiaryCompany. No Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them it to continue to conduct their businesses its business and operations and use its properties after the Closing in a manner which is consistent with current practice. 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 filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect2.21(a), the Company and its Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company and of its Subsidiary of their businessesbusiness (as presently conducted), and true, complete and correct copies of material which have heretofore been delivered or made available to Parent, except where the lack of such Governmental Actions/Filings would not reasonably be expected to have heretofore been made available to Buyera Material Adverse Effect on the Company. Each such Governmental Action/Filing is in full force and effect and will not expire prior to December 31, 2008effect, and the Company and its Subsidiary is in substantial material compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 its Subsidiary. No Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them to continue to conduct their businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. Company. (b) 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 filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect2.21(a), the Company and its Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company of its business (as presently conducted and its Subsidiary of their businessesas presently proposed to be conducted) or used or held for use by the Company, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 20082006, and the Company and its Subsidiary is in substantial compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 its Subsidiary. No Company. (b) Except as set forth in Schedule 2.21(b), no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. . (c) 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 filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or 2.21(a) and as would not have a Material Adverse Effectcontemplated by the Farm Purchase Agreement and the transactions contemplated thereunder, the Company and its Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the manufacture air and sale of all products manufactured and/or services rendered or sold by itthe water) necessary to the conduct by the Company and of its Subsidiary of their businessesbusiness as presently conducted or used or held for use by the Company, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 2008, 2009 and the Company and its Subsidiary is in substantial material compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 its SubsidiaryCompany. No Except as set forth in Schedule 2.21(a) and as contemplated by the Farm Purchase Agreement and the transactions contemplated thereunder, no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them it to continue to conduct their its businesses and operations and use its properties and assets after the Closing in a manner which is consistent with current practice. (b) Except as set forth in Schedule 2.21(b) and as contemplated by the Farm Purchase Agreement and the transactions contemplated thereunder, no Governmental Action/Filing is necessary to be obtained, secured or made by the Company to enable it to continue to conduct its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. . (c) 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 filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect2.21(a), the Company and its each Subsidiary of the Company has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for the manufacture and sale of all products manufactured and/or services rendered or sold by itas defined below) necessary to the conduct by the Company and its each Subsidiary of their businessesthe Company of its business (as presently conducted), and true, complete and correct copies of material Governmental Actions/Filings thereof have heretofore been made available to BuyerParent or Parent’s counsel. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 20082009 (except to the extent such expiration would not reasonably be expected to have a Material Adverse Effect on the Company) and to the Company’s knowledge, and the Company and its Subsidiary is in substantial compliance with all of its obligations with respect thereto (except to thereto. To the extent such expiration is not reasonably expected to have a Material Adverse Effect). No Company’s knowledge, 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 its Subsidiary. No Company. (b) Except as set forth in Schedule 2.21(b), no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them it to continue to conduct their its businesses and operations and use its properties immediately after the Closing in a manner which is consistent with current practice. . (c) 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 filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect2.21(a), the Company and its Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company of its business (as presently conducted and its Subsidiary of their businessesas presently proposed to be conducted) or used or held for use by the Company, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to Buyerthe Purchaser. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 2.21(a), will not expire prior to December 31, 2008, and the Company and its Subsidiary is in substantial compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 and, except as may result from the status of the Purchaser as a holder of the Company Stock, 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 its Subsidiary. No Company. (b) Except as set forth in Schedule 2.21(b), no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. . (c) 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 filing, 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 Schedule 2.24 or as would not have a Material Adverse Effect, 2.21: (i) the Company and its Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for the manufacture and sale provision of all products manufactured and/or services rendered or sold by it) necessary to the conduct provided by the Company and its Subsidiary of their businesses(as presently conducted) or used or held for use by the Company, except where any such failure in compliance would not have a Material Adverse Effect upon the Company, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available to Buyer or to Buyer. Each ’s counsel; (ii) 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 Subsidiary is in substantial compliance with all of its obligations with respect thereto 2006 (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect). No , and the Company is in substantial compliance with all of its obligations with respect 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 its Subsidiary. No Company; and (iv) no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practicepractice except such actions or filings, either individually or in the aggregate, that would not have a Material Adverse Effect upon the 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 filing, 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 Schedule 2.24 or as would not have a Material Adverse Effect, the Company and its Subsidiary (a) The Gaming Promoter has been granted and holdshold, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for the manufacture and sale of all products manufactured and/or services rendered or sold by it) necessary to the conduct by the Company Gaming Promoter of his business (as presently conducted and its Subsidiary of their businessesas presently proposed to be conducted) or used or held for use by Gaming Promoter, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerIGPAC. Each such Governmental Action/Filing is in full force and effect and will not expire prior to December 31, 2008, 2012 and the Company and its Subsidiary the Gaming Promoter is in substantial compliance with all of its his obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 its Subsidiary. Company. (b) No Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary the Gaming Promoter to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. . (c) 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 filing, 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 Schedule 2.24 or as would not have a Material Adverse Effect, Section 2.21 of the Company and its Subsidiary Parent Disclosure Schedule: (i) Parent has been granted and holds, and has made, all applicable Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for the manufacture and sale provision of all products manufactured and/or services rendered provided by Parent (as presently conducted) or sold used or held for use by it) necessary Parent), except where any such failure in compliance would not reasonably be expected to the conduct by the Company and its Subsidiary of their businesseshave a Material Adverse Effect upon Parent, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available to Buyer. Each IGPAC or its counsel; (ii) 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 Subsidiary is in substantial compliance with all of its obligations with respect thereto Closing (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect). No , and Parent is in substantial compliance with all of its obligations with respect 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 its Subsidiary. No Closing, no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary Parent to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. For purposes of this Agreementpractice except such actions or filings, either individually or in the term “Governmental Action/Filing” shall mean any franchiseaggregate, license, certificate of compliance, authorization, consent, order, permit, approval, or other action of, or any filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authoritythat would not reasonably be expected to have a Material Adverse Effect upon Parent.

Governmental Actions/Filings. Except as set forth in Schedule 2.24 or as would not have a Material Adverse EffectTo the knowledge of Company, the Company and its Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company of its business (as presently conducted and its Subsidiary as necessary for currently proposed business to be conducted) or used or held for use by Company, all of their businesseswhich are listed in Schedule 3.21 hereto, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerChiste. Each such Governmental Action/Filing is in full force and effect and and, expect as disclosed in Schedule 3.21 hereto, will not expire prior to December 31, 20082005, and the Company and its Subsidiary is in substantial compliance with all of its obligations with respect thereto (except to thereto. To the extent such expiration is not reasonably expected to have a Material Adverse Effect). No knowledge of 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 whichFilings. Except as set forth in Schedule 3.21, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or its Subsidiary. No to Company's knowledge no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. For purposes of this Agreement, the term “Governmental Action/Filing” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, or other action of, or any filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect2.21(a), the Company and its Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company of its business (as presently conducted and its Subsidiary of their businessesas presently proposed to be conducted) or used or held for use by the Company, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 20082006, and the Company and its Subsidiary is in substantial compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 its Subsidiary. No Company. (b) Except as set forth in Schedule 2.21(b), no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. . (c) 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 filing, 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 Schedule 2.24 or as would not have a Material Adverse Effect, the The Company and its Subsidiary has Subsidiaries have been granted and holdshold, and has have made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the business of the Company and its Subsidiary Subsidiaries as presently conducted or used or held for use by the Company or its Subsidiaries, all of their businesseswhich are listed in Schedule 2.21 hereto, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and and, expect as disclosed in Schedule 2.21 hereto, will not expire prior to December 31, 20082006, and the Company and its Subsidiary is Subsidiaries are in substantial compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 whichFilings. Except as set forth in Schedule 2.21, either individually or in to the aggregateCompany’s knowledge, would not have a Material Adverse Effect upon the Company or its Subsidiary. No no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary Subsidiaries to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. For purposes of this Agreement, the term “Governmental Action/Filing” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, or other action of, or any filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect2.21, the Company and its Subsidiary has the Gaming Promoters have been granted and holdshold, and has have made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for the manufacture and sale of all products manufactured and/or services rendered or sold by itas defined below) necessary to the conduct by the Company and its Subsidiary the Gaming Promoters of their businessesrespective businesses (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company or the Gaming Promoters, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerPurchaser. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 2.21, will not expire prior to December 31, 20082009, and the Company and its Subsidiary each of the Gaming Promoters is in substantial compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 and, except as may result from the status of Purchaser as a holder of the Company Stock, 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 its Subsidiary. No Company. (b) Except as set forth in Schedule 2.21, no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary any Gaming Promoter to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. . (c) 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 filing, 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 (a) The Company is in Schedule 2.24 or as would not have a Material Adverse Effect, the Company and its Subsidiary has been granted and holds, and has made, possession of all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for the manufacture and sale of all products manufactured and/or services rendered or sold by itas defined below) necessary to the conduct by the Company and of its Subsidiary of their businessesbusiness (as presently conducted) except where the failure to have would not reasonably be expected to have, and trueindividually or in the aggregate, complete and correct copies of material Governmental Actions/Filings have heretofore been made available to Buyera Material Adverse Effect upon the Company. 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 Subsidiary is in substantial material compliance with all of its their obligations with respect thereto (except to thereto. To the extent such expiration is not reasonably expected to have a Material Adverse Effect). No 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 reasonably be expected to have a Material Adverse Effect upon the Company or its SubsidiaryCompany. No Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable any of them to continue to conduct their 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, reasonably be expected to have a Material Adverse Effect upon the Company. (b) Except as set forth in Schedule 2.21(b), no contractors’ licenses are necessary to be obtained, secured or made by the Company to enable any of them to continue to conduct its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice, except where failure to obtain, secure or make such licenses would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect upon the Company. All of the contractors’ licenses listed on Schedule 2.21(b) have been obtained, secured or made and are in full force and effect. (c) For purposes of this Agreement, the term “Governmental Action/Filing” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, approval or other action of, or any filing, 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 Schedule 2.24 or as would not have a Material Adverse Effect2.24, the Company and each of its Subsidiary Subsidiaries has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company and each of its Subsidiary Subsidiaries of their businessesbusinesses (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 true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available to BuyerParent. 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 Subsidiary is in substantial compliance with all of its obligations with respect thereto 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 is in substantial compliance with all of its obligations with respect thereto. 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 SubsidiarySubsidiaries. No Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or any of its Subsidiary Subsidiaries to enable them to continue to conduct their businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. 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 filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect2.21(a), the Company and its Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company of its business (as presently conducted and its Subsidiary of their businessesas presently proposed to be conducted) or used or held for use by the Company, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 20082007 (except to the extent such expiration would not reasonably be expected to have a Material Adverse Effect), and the Company and its Subsidiary is in substantial compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 its Subsidiary. No Company. (b) Except as set forth in Schedule 2.21(b), no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. . (c) 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 filing, 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 Schedule 2.24 or as would not have a Material Adverse Effect, the (a) The Company and its Subsidiary has Subsidiaries have been granted and holdshold, and has have made, all Governmental Actions/Filings (including, without limitation, the as defined below) (including Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the manufacture air and sale of all products manufactured and/or services rendered or sold by itthe water) necessary to the conduct by the Company and its Subsidiary Subsidiaries of their businessesbusiness (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 true, complete and correct copies of material Governmental Actions/Filings have heretofore been made available to Buyerits Subsidiaries taken as a whole. 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 Subsidiary is Subsidiaries are in substantial compliance with all of its their obligations with respect thereto (except to thereto. To the extent such expiration is not reasonably expected to have a Material Adverse Effect). No 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 SubsidiarySubsidiaries taken as a whole. No To the knowledge of the Company, no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or any of its Subsidiary Subsidiaries to enable any of them to continue to conduct their 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. (b) Except as set forth in Schedule 2.22(b), to the knowledge of the Company, no contractors’ licenses are 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 businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. To the knowledge of the Company, all of the contractors’ licenses listed on Schedule 2.22(b) have been obtained, secured or made and are in full force and effect. (c) For purposes of this Agreement, the term “Governmental Action/Filing” shall mean any material franchise, license, certificate of compliance, authorization, consent, order, permit, approval, consent or other action of, or any filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect2.21(a), the Company and its each Company Subsidiary has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for the manufacture and sale of all products manufactured and/or services rendered or sold by itas defined below) necessary to the conduct by the Company of its business (as presently conducted and its Subsidiary of their businessesas presently proposed to be conducted) or used or held for use by the Company or a Company Subsidiary, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerParent or Parent’s Counsel. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 20082007, and the Company and its each Company Subsidiary is in substantial compliance with all of its material obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 its a Company Subsidiary. No . (b) Except as set forth in Schedule 2.21(b), no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its a Company Subsidiary to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. . (c) 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 filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, self regulatory, administrative or judicial body, agency or authority.

Governmental Actions/Filings. Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect, the Company and its Subsidiary (a) Plastec has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for the manufacture and sale of all products manufactured and/or services rendered or sold by itas defined in Section 2.21(c)) necessary to the conduct by the Company Plastec of any material portion of its business (as presently conducted and its Subsidiary of their businessesas presently proposed to be conducted) or used or held for use by Plastec, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerGSME or GSME’s counsel. Each such Governmental Action/Filing is in full force and effect and will not expire no such Governmental Action/Filing must be renewed prior to December 31April 30, 20082011, and the Company and its Subsidiary Plastec is in substantial compliance with all of its obligations with respect thereto (except where the failure to the extent such expiration is be in compliance would not reasonably be expected to have a Material Adverse Effect)Effect upon Plastec. 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 and, except as may result from the status of GSME as a holder of the shares of Merged Plastec, 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 Filing except such events which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect upon the Company or its Subsidiary. Plastec. (b) No Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company Plastec that has not already been obtained, secured or its Subsidiary made to enable them it to continue to conduct their any material portion of its businesses and operations and use any material portion of its properties after the Closing through April 30, 2011 in a manner which is consistent with current practice. . (c) 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 filing, 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 Schedule 2.24 or as would not have a Material Adverse Effect, the The Company and its Subsidiary has Subsidiaries have been granted and holdshold, and has have made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the business of the Company and its Subsidiary Subsidiaries as presently conducted or used or held for use by the Company or its Subsidiaries, all of their businesseswhich are listed in Schedule 2.21 hereto, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and and, expect as disclosed in Schedule 2.21 hereto, will not expire prior to December 31, 20082006, and the Company and its Subsidiary is Subsidiaries are in substantial compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 whichFilings. Except as set forth in Schedule 2.21, either individually or in to the aggregateCompany's knowledge, would not have a Material Adverse Effect upon the Company or its Subsidiary. No no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary Subsidiaries to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. For purposes of this Agreement, the term “Governmental Action/Filing” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, or other action of, or any filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect2.21(a), the Company and its Subsidiary PRWT has been granted and holds, and has made, all Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for the manufacture and sale of all products manufactured and/or services rendered or sold by it) necessary to the conduct by the Company PRWT of its business (as presently conducted and its Subsidiary of their businessesas presently proposed to be conducted) or used or held for use by PRWT, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerKBL or KBL’s counsel. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 20082009 (except to the extent such expiration would not reasonably be expected to have a Material Adverse Effect on PRWT) and to PRWT’s knowledge, and the Company and its Subsidiary PRWT is in substantial compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. No To PRWT’s knowledge, 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 its Subsidiary. No PRWT. (b) Except as set forth in Schedule 2.21(b), no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary PRWT to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. . (c) 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 filing, 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 Schedule 2.24 or as would not have a Material Adverse Effect7.26 of the Company Disclosure Schedule, the Company and its Subsidiary has PEcoS have been granted and holdshold, and has have made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (a) emission or discharge of effluents and pollutants into the air and the water and (b) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company and its Subsidiary PEcoS of their businessesbusinesses (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company and PEcoS, and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 7.26 of the Company Disclosure Schedule, will not expire prior to December 31, 20082007, and the Company and its Subsidiary is PEcoS are in substantial compliance with all of its their obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 Filings. Except as set forth in the aggregate, would not have a Material Adverse Effect upon Schedule 7.26 of the Company or its Subsidiary. No Disclosure Schedule, no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary and PEcoS to enable them it to continue to conduct their businesses and operations and use its their properties after the Closing in a manner which is consistent with current practice. 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 filing, 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 Schedule 2.24 or as would not have a Material Adverse Effect, the (a) The Company and its Subsidiary has Subsidiaries have been granted and holdshold, and has have made, all Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for emission or discharge of effluents and pollutants into the manufacture air and sale of all products manufactured and/or services rendered or sold by itthe water) necessary to the conduct by the Company and its Subsidiary Subsidiaries of their businessesbusiness (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 thereof that if not granted, held or made, would not have, individually or in the aggregate, a Material Adverse Effect upon the Company and true, complete and correct copies of material Governmental Actions/Filings have heretofore been made available to Buyerits Subsidiaries taken as a whole. Each such Governmental Action/Filing is in full force and effect and will not expire prior to December 31, 2008, be renewed in the ordinary course of the Company’s business and the Company and its Subsidiary is Subsidiaries are in substantial compliance with all of its their obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 SubsidiarySubsidiaries taken as a whole. No Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or any of its Subsidiary Subsidiaries to enable any of them to continue to conduct their 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. (b) Except as set forth in Schedule 2.21(b), no contractors’ licenses are 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 businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. All of the contractors’ licenses listed on Schedule 2.21(b) have been obtained, secured or made and are in full force and effect. (c) 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 filing, 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 Schedule 2.24 or as would not have a Material Adverse Effect, the Company (a) SDI and its each Subsidiary of SDI has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for the manufacture and sale of all products manufactured and/or services rendered or sold by itas defined below) necessary to the conduct by the Company SDI and its each Subsidiary of their businesses, and true, complete and correct copies SDI of material Governmental Actions/Filings have heretofore been made available to Buyerits business (as presently conducted). Each such Governmental Action/Filing is in full force and effect and will not expire prior to December 31, 20082009 (except to the extent such expiration would not reasonably be expected to have a Material Adverse Effect on SDI) and to SDI’s knowledge, and the Company and its Subsidiary SDI is in substantial compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. No To SDI’s knowledge, no event has occurred and is continuing which that 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 whichthat, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or its Subsidiary. SDI. (b) No Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary SDI to enable them it to continue to conduct their its businesses and operations and use its properties immediately after the Closing in a manner which is consistent with current practice. . (c) 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 filing, registration or qualification with, any United States federal, state, municipal, foreign (included those in the Republic of Korea) or other governmental, administrative or judicial body, agency or authority.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.24 or as would not have a Material Adverse Effect2.20(a), the Company and its Subsidiary Seller has been granted and holds, and has made, all material Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and/or services rendered or and sold by it) necessary to the conduct by the Company and Seller of its Subsidiary of their businessesbusiness (as presently conducted), and true, complete and correct copies of material Governmental Actions/Filings which have heretofore been made available delivered to BuyerPurchaser. Each such Governmental Action/Filing is in full force and effect and and, except as disclosed in Schedule 2.20(a), will not expire prior to December 31, 20082007, and the Company and its Subsidiary Seller is in substantial material compliance with all of its obligations with respect thereto (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect)thereto. 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 its Subsidiary. No Seller. (b) Except as set forth in Schedule 2.20(b), no Governmental Action/Filing is known to be necessary to be obtained, secured or made by the Company or its Subsidiary Seller to enable them it to continue to conduct their its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice. . (c) 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 filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.