Common use of Governmental Actions/Filings Clause in Contracts

Governmental Actions/Filings. Company and each Subsidiary have been granted and hold, and 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 sold by it) necessary to the conduct by Company or each Subsidiary of its 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 which have heretofore been delivered to Buyer. Each such Governmental Action/Filing is in full force and effect and, expect as disclosed in Schedule 3.21 hereto, will not expire prior to June 30, 2005, and Company and each Subsidiary is in 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 as set forth in Schedule 3.21, no Governmental Action/Filing is necessary to be obtained, secured or made by Company or any Subsidiary 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.

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the Company and each Subsidiary have has been granted and holdholds, and have 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 sold by it) necessary to the conduct by the Company or each Subsidiary of its businesses business (as presently conducted and as presently proposed to be conducted) or used or held for use by Company or any Subsidiarythe Company, all of which are listed in Schedule 3.21 heretoexcept 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 which have heretofore been delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and, expect except as disclosed in Schedule 3.21 2.21(a) hereto, will not expire prior to June 30December 31, 20052007, and the Company and each Subsidiary is in material 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 as set forth Filings except such events which, either individually or in Schedule 3.21the aggregate, no Governmental Action/Filing is necessary to be obtained, secured or made by Company or any Subsidiary to enable it to continue to conduct its businesses and operations and use its properties after would not have a Material Adverse Effect upon the Closing in a manner which is consistent with current practiceCompany.

Governmental Actions/Filings. The Company and each Subsidiary its Subsidiaries have been granted and hold, and 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 sold by it) necessary to the conduct by the business of the Company or each Subsidiary of and its businesses (Subsidiaries as presently conducted and as presently proposed to be conducted) or used or held for use by the Company or any Subsidiaryits Subsidiaries, all of which are listed in Schedule 3.21 2.21 hereto, and true, complete and correct copies of which have heretofore been delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and, expect as disclosed in Schedule 3.21 2.21 hereto, will not expire prior to June 30December 31, 20052006, and the Company and each Subsidiary is its Subsidiaries are in 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 as set forth in Schedule 3.212.21, to the Company’s knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any Subsidiary its Subsidiaries 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.

Governmental Actions/Filings. Company and each Subsidiary have To its knowledge, Qorus 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 water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by Company or each Subsidiary Qorus of its businesses (as presently conducted and as presently proposed to be conducted) or used or held for use by Company or any SubsidiaryQorus, all of which are listed in Schedule 3.21 4.21 hereto, and true, complete and correct copies of which have heretofore been delivered to Buyerthe Company. Each such Governmental Action/Filing is in full force and effect and, expect as disclosed in Schedule 3.21 4.21 hereto, will not expire prior to June 30December 31, 2005, and Company and each Subsidiary Qorus is in compliance with all of its obligations with respect thereto. No To Qorus' 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 the 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 as set forth in Schedule 3.214.21, to Qorus' knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by Company or any Subsidiary Qorus 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.

Governmental Actions/Filings. The Company and each Subsidiary its Subsidiaries have been granted and hold, and 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 sold by it) necessary to the conduct by the business of the Company or each Subsidiary of and its businesses (Subsidiaries as presently conducted and as presently proposed to be conducted) or used or held for use by the Company or any Subsidiaryits Subsidiaries, all of which are listed in Schedule 3.21 2.21 hereto, and true, complete and correct copies of which have heretofore been delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and, expect as disclosed in Schedule 3.21 2.21 hereto, will not expire prior to June 30December 31, 20052006, and the Company and each Subsidiary is its Subsidiaries are in 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 as set forth in Schedule 3.212.21, to the Company's knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any Subsidiary its Subsidiaries 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.

Governmental Actions/Filings. Company and each Subsidiary have To its knowledge, MPLC 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 water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by Company or each Subsidiary MPLC of its businesses (as presently conducted and as presently proposed to be conducted) or used or held for use by Company or any SubsidiaryMPLC, all of which are listed in Schedule 3.21 4.21 hereto, and true, complete and correct copies of which have heretofore been delivered to BuyerNew Motion. Each such Governmental Action/Filing is in full force and effect and, expect as disclosed in Schedule 3.21 4.21 hereto, will not expire prior to June 30December 31, 20052007, and Company and each Subsidiary MPLC is in compliance with all of its obligations with respect thereto. No To MPLC’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 the 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 as set forth in Schedule 3.214.21, to MPLC's knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by Company or any Subsidiary MPLC 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.

Governmental Actions/Filings. To the knowledge of Company, Company and each Subsidiary 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 water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by Company or each Subsidiary of its businesses business (as presently conducted and as presently necessary for currently proposed business to be conducted) or used or held for use by Company or any SubsidiaryCompany, all of which are listed in Schedule 3.21 hereto, and true, complete and correct copies of which have heretofore been delivered to BuyerChiste. Each such Governmental Action/Filing is in full force and effect and, expect as disclosed in Schedule 3.21 hereto, will not expire prior to June 30December 31, 2005, and Company and each Subsidiary is in compliance with all of its obligations with respect thereto. No To the 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 as set forth in Schedule 3.21, to Company's knowledge no Governmental Action/Filing is necessary to be obtained, secured or made by Company or any Subsidiary 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.

Governmental Actions/Filings. Except as set forth in Schedule 2.21, the Company and each Subsidiary 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 water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by the Company or each Subsidiary of its businesses business (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 heretothe Company, and true, complete and correct copies of which have heretofore been delivered to BuyerParent. Each such Governmental Action/Filing is in full force and effect and, expect except as disclosed in Schedule 3.21 2.21 hereto, will not expire prior to June 30December 31, 2005, and the Company and each Subsidiary is in 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/FilingsFilings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company. Except as set forth in Schedule 3.212.21, no Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any Subsidiary 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.

Governmental Actions/Filings. Company and each Subsidiary have To its knowledge, Purezza 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 water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by Company or each Subsidiary Purezza of its businesses (as presently conducted and as presently proposed to be conducted) or used or held for use by Company or any SubsidiaryPurezza, all of which are listed in Schedule 3.21 4.21 hereto, and true, complete and correct copies of which have heretofore been delivered to Buyerthe Company. Each such Governmental Action/Filing is in full force and effect and, expect as disclosed in Schedule 3.21 4.21 hereto, will not expire prior to June 30December 31, 2005, and Company and each Subsidiary Purezza is in compliance with all of its obligations with respect thereto. No To Purezza'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 the 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 as set forth in Schedule 3.214.21, to Purezza's knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by Company or any Subsidiary Purezza 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.