Common use of Governmental Actions/Filings Clause in Contracts

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (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 businesses (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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company and its Subsidiaries are in substantial compliance in all material respects with all of their obligations with respect to such Governmental Actions/Filings. 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 on the Company. (b) Except as set forth in Schedule 2.21(b), 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 businesses and operations and use its properties after the Closing in a manner which is substantially consistent in all material respects with current practice.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the The Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (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 businesses business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company and its Subsidiaries, Subsidiaries except for any of the foregoing thereof that if not granted, held or made made, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on 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. The ’s business and the Company and its Subsidiaries are in substantial compliance in all material respects with all of their obligations with respect to such Governmental Actions/Filingsthereto. 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 on upon the Company. (b) Except Company or any of its Subsidiaries taken as set forth in Schedule 2.21(b), to the knowledge of the Company, no a whole. 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 businesses business and operations and use its properties after the Closing in a manner which that is substantially consistent in all material respects with current practicepractice 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) Except as set forth in Schedule 2.21(a), the The Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (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 businesses (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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company and its Subsidiaries are in substantial compliance in all material respects with all of their obligations with respect to such Governmental Actions/Filings. 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 on the Company. (b) Except as set forth in Schedule 2.21(b), to 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 businesses and operations and use its properties after the Closing in a manner which is substantially consistent in all material respects with current practice.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a3.23(a), the Company Noble and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (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 Noble and its Subsidiaries of their businesses its business (as presently conducted) or used or held for use by the Company Noble and its Subsidiaries, and true, complete, and correct copies of which have heretofore been delivered to Parent. Each such Governmental Action/Filing is in full force and effect and, except for any of the foregoing that if as disclosed in Schedule 3.23(a) hereto, will not grantedexpire prior to December 31, held or made would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company 2018 and Noble and its Subsidiaries are in substantial compliance in all material respects with all of their respective obligations with respect to such Governmental Actions/Filingsthereto. 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 on the Companyupon Noble. (b) Except as set forth in Schedule 2.21(b3.23(b), to the knowledge of the Company, no Governmental Action/Filing is necessary to be obtained, secured secured, or made by Noble to enable the Company or any of its Subsidiaries to enable any of them to continue to conduct its Noble’s businesses and operations and use its properties after the Closing in a manner which is substantially consistent in all material respects with current practice.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the The Company and its Subsidiaries have has been granted and holdholds, and have 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 waterwater and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by the Company and of its Subsidiaries of their businesses business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company Company, and its Subsidiariestrue, complete and correct copies of which 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, 2006 (except for any of to the foregoing that if not granted, held or made would extent such expiration is not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Effect), and the Company. The Company and its Subsidiaries are is in substantial compliance in all material respects with all of their its obligations with respect to such Governmental Actions/Filingsthereto. 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 on upon the Company. (b) Except as set forth in Schedule 2.21(b), 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 it to continue to conduct its businesses and operations and use its properties after the Closing in a manner which is substantially consistent in all material respects with current practice.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a3.21(a), the Company each of Parent, Holdco and its Subsidiaries have Merger Sub has been granted and holdholds, and have has made, all Governmental Actions/Filings (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 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 by Parent would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. True, complete and correct copies of each such Governmental Action/Filing has heretofore been delivered or made available to the CompanyCompany or its counsel. The Company and its Subsidiaries are in substantial compliance in all material respects with all of their obligations with respect to Each such Governmental Actions/FilingsFiling is in full force and effect and each of Parent, Holdco and Merger Sub is in substantial compliance with all of 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 on the Companyupon Parent. (b) Except as set forth in Schedule 2.21(b3.21(b), to the knowledge of the Company, no Governmental Action/Filing is necessary to be obtained, secured or made by the Company Parent, Holdco or any of its Subsidiaries Merger Sub to enable any of them it to continue to conduct its businesses and operations and use its properties after the Closing in a manner which is substantially materially consistent in all material respects with current practice.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a)2.21, the Company and its Subsidiaries have has been granted and holdholds, and have 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 waterwater and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by the Company and of its Subsidiaries of their businesses business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company Company, and its Subsidiariestrue, complete and correct copies of which have heretofore been delivered to Parent. Each such Governmental Action/Filing is in full force and effect and, except for any of as disclosed in Schedule 2.21 hereto, will not expire prior to December 31, 2005, and the foregoing that if not granted, held or made would not reasonably be expected to have, individually or Company is in the aggregate, a Material Adverse Effect on the Company. The Company and its Subsidiaries are in substantial compliance in all material respects with all of their its obligations with respect to such Governmental Actions/Filingsthereto. 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 on upon the Company. (b) . Except as set forth in Schedule 2.21(b), to the knowledge of the Company2.21, 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 businesses and operations and use its properties after the Closing in a manner which is substantially consistent in all material respects with current practice.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a2.23(a), the Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (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 the Subsidiaries of their businesses its business (as presently conducted) or used or held for use by the Company and its the Subsidiaries, and true, complete, and correct copies of which have heretofore been delivered to Parent. Each such Governmental Action/Filing is in full force and effect and, except for any of as disclosed in Schedule 2.23(a) hereto, will not expire prior to December 31, 2018 and the foregoing that if not granted, held or made would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company and its the Subsidiaries are in substantial compliance in all material respects with all of their respective obligations with respect to such Governmental Actions/Filingsthereto. 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 on upon the Company. (b) Except as set forth in Schedule 2.21(b2.23(b), to the knowledge of the Company, no Governmental Action/Filing is necessary to be obtained, secured secured, or made by the Company or any of its Subsidiaries to enable any of them the Surviving Company to continue to conduct its the Company’s businesses and operations and use its properties after the Closing in a manner which is substantially consistent in all material respects with current practice.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (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 businesses (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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Except as set forth in Schedule 2.21(a) or as would not, individually or in the aggregate, be material and adverse to the Company and its Subsidiaries, taken as a whole, or, after the Closing, Parent and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are in substantial compliance in all material respects with all of their obligations with respect to such Governmental Actions/Filings. 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 on the Company. (b) Except as set forth in Schedule 2.21(b), 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 businesses and operations and use its properties after the Closing in a manner which is substantially consistent in all material respects with current practice.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), The Companies and the Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (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 of the business of the Company and its Subsidiaries of their businesses (Group, taken as presently conducted) a whole, as currently conducted or used or held for use by the Companies and Company and its Subsidiaries, except for any of the foregoing that that, if not granted, held or made made, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyCompany Group, taken as a whole. The Companies and Company and its Subsidiaries are in substantial compliance in all material respects with all of their obligations with respect to such Governmental Actions/Filings. To the knowledge of the CompanyCompanies, 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 Transactions 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 Filings, except such events which, either individually or in the aggregate, would not have a Material Adverse Effect on the CompanyCompany Group, taken as a whole. (b) Except as set forth in Schedule 2.21(b), 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 businesses and operations and use its properties after the Closing in a manner which is substantially consistent in all material respects with current practice.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), Parent and the Company and its Parent Subsidiaries have been granted and hold, and have made, all material Governmental Actions/Filings (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 Parent and the Company and its Parent Subsidiaries of their businesses (as presently conducted) or used or held for use by Parent and the Company and its Parent Subsidiaries, except for any of the foregoing that that, if not granted, held or made made, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent and the CompanyParent Subsidiaries, taken as a whole. The Company Parent and its the Parent Subsidiaries are in substantial compliance in all material respects with all of their obligations with respect to such Governmental Actions/Filings. To the knowledge of the CompanyParent, 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 Transactions 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 Filings, except such events which, either individually or in the aggregate, would not have a Material Adverse Effect on Parent and the CompanyParent Subsidiaries, taken as a whole. (b) Except as set forth in Schedule 2.21(b), 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 businesses and operations and use its properties after the Closing in a manner which is substantially consistent in all material respects with current practice.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the The Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (as defined below) (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 businesses business (as presently conducted) or used or held for use by the Company and its Subsidiaries, Subsidiaries except for any of the foregoing thereof that if not granted, held or made made, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on 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. The ’s business and the Company and its Subsidiaries are in substantial compliance in all material respects with all of their obligations with respect to such Governmental Actions/Filingsthereto. 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 on upon the Company and its Subsidiaries taken as a whole. No Governmental Action/Filing is necessary to be obtained, secured or made by any of 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 and its Subsidiaries taken as a whole. (b) Except as set forth in Schedule 2.21(b), to the knowledge of the Company, no Governmental Action/Filing is contractors’ licenses are 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 businesses and operations and use its properties after the Closing in a manner which is substantially consistent in all material respects 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 Governmental Entity.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the Company and its Subsidiaries have has been granted and holdholds, and have has made, all Governmental Actions/Filings (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 businesses business (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 by the Company would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company True, complete and its Subsidiaries are in substantial compliance in all material respects with all correct copies of their obligations with respect to each such Governmental Actions/FilingsFiling has heretofore been delivered or made available to Parent. To Each such Governmental Actions/Filing is in full force and effect and the knowledge Company is in substantial compliance with all of its obligations with respect thereto, except for any such noncompliance which, individually or in the aggregate, would not have a Material Adverse Effect upon 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 on upon the Company. (b) Except as set forth in Schedule 2.21(b), 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 it to continue to conduct its businesses and operations and use its properties after the Closing in a manner which is substantially materially consistent in all material respects with current practice.