Common use of Governmental Authorizations; Licenses; Etc Clause in Contracts

Governmental Authorizations; Licenses; Etc. Except as disclosed in Schedule 2.8, the business of each of the Company and its Subsidiaries has been operated in compliance with Applicable Laws (excluding Environmental Laws which are specifically covered in Section 2.12), except for violations which would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company and its Subsidiaries. Except as disclosed in Schedule 2.8, each of the Company and its Subsidiaries has all permits, licenses, approvals, certificates and other authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of their respective businesses as currently conducted, except for where the failure to possess such permits, licenses, approvals, certificates or authorizations or to make such notifications, registrations, certifications and filings would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company and its Subsidiaries. Except as disclosed in Schedule 2.8, there is no action, lawsuit, claim, investigation, case or proceeding pending or, to the Company's best knowledge, threatened by any Governmental Authority with respect to: (a) any violation or alleged violation by the Company, any of its Subsidiaries or any of their respective Affiliates of any Applicable Law; or (b) any failure or alleged failure by the Company, any of its Subsidiaries or any of their respective Affiliates to have any permit, license, approval, certification or other authorization required in connection with the operation of its business.

Governmental Authorizations; Licenses; Etc. Except as disclosed in set forth on Schedule 2.83.8, the business of each of the Company and its Subsidiaries has been operated in compliance in all material respects with Applicable Laws (excluding Environmental Laws which are specifically covered in Section 2.12)all applicable laws, except for violations which would notrules, individually or in the aggregateregulations, have a Material Adverse Effect with respect to the Company codes, ordinances, orders, policies and its Subsidiariesguidelines of all Governmental Authorities. Except as disclosed in set forth on Schedule 2.83.8, each of the Company and its Subsidiaries (i) has all material permits, licenses, approvals, certificates certificates, variances, franchises and other authorizationsauthorizations necessary or advisable for the operation of its business as currently conducted (collectively, “Permits”), and all Permits are in full force and effect and no action, claim or proceeding is pending, nor to the Company’s Knowledge is threatened, to suspend, revoke, revise, limit, restrict or terminate any of such Permits or declare any such Permit invalid, and (ii) has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of their respective businesses its business as currently conducted, except for where the failure to possess such permits, licenses, approvals, certificates or authorizations or to make such notifications, registrations, certifications and filings would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company and its Subsidiaries. Except as disclosed in set forth on Schedule 2.83.8, there is no action, lawsuit, claim, investigation, case or proceeding pending or, to the Company's best knowledge’s Knowledge, threatened by any Governmental Authority with respect to: to (ai) any violation or alleged material violation by the Company, any of Company or its Subsidiaries or any of their respective Affiliates of any Applicable Law; statute, law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (bii) any failure or alleged material failure by the Company, any of Company or its Subsidiaries or any of their respective Affiliates to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of each of the Company and its businessSubsidiaries.

Governmental Authorizations; Licenses; Etc. Except as disclosed set forth in Schedule 2.83.8, the business of each of the Company and its Subsidiaries has been operated is in compliance with Applicable Laws (excluding Environmental Laws which are specifically covered in Section 2.12)all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities except for violations which would notany noncompliance which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to the Company and its SubsidiariesEffect. Except as disclosed set forth in Schedule 2.83.8, each of the Company and its Subsidiaries has all permits, licenses, approvals, certificates and other authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of their respective businesses its business as currently conducted, except for where the failure to possess such permits, licenses, approvals, certificates or authorizations or to make such notifications, registrations, certifications and filings as would not, individually or in the aggregate, , reasonably be expected to have a Material Adverse Effect with respect to the Company and its SubsidiariesEffect. Except as disclosed set forth in Schedule 2.83.8, there is no action, lawsuit, claim, investigation, case or proceeding pending or, to the Company's best knowledge’s Knowledge, threatened by any Governmental Authority with respect to: to (ai) any violation or alleged violation by the Company, any of Company or its Subsidiaries or any of their respective Affiliates of any Applicable Law; statute, law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (bii) any failure or alleged failure by the Company, any of Company or its Subsidiaries or any of their respective Affiliates to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of each of the Company and its businessSubsidiaries, except in the case of clauses (i) and (ii) where the alleged violation or the failure to have such permit, license, approval, certification or authorization would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Governmental Authorizations; Licenses; Etc. Except as disclosed set forth in Schedule 2.83.11, to the Seller's Knowledge the business of each of the Company and its Subsidiaries has been operated in compliance with Applicable Laws (excluding Environmental Laws which are specifically covered all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities in Section 2.12)all material respects and, except without limiting the generality of the foregoing, none of the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents or other Persons acting on behalf of any of them have used any corporate or other funds for violations which would notunlawful contributions, individually payments, gifts or in the aggregateentertainment, have a Material Adverse Effect with respect or made any unlawful expenditures relating to the Company and its Subsidiariespolitical activity to government officials or others. Except as disclosed set forth in Schedule 2.83.11, each of the Company and its Subsidiaries has all material permits, licenses, approvals, certificates and other authorizations, and has made all material notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of their respective businesses its business as currently conducted, except for where the failure to possess such permits, licenses, approvals, certificates or authorizations or to make such notifications, registrations, certifications and filings would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company and its Subsidiaries. Except as disclosed set forth in Schedule 2.83.11, to the Seller's Knowledge there is no action, lawsuit, claim, investigation, case or proceeding pending or, to the Company's best knowledge, or threatened by any Governmental Authority with respect to: to (ai) any violation or alleged violation by the Company, any of Company or its Subsidiaries or any of their respective Affiliates of any Applicable Law; statute, law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (bii) any failure or alleged failure by the Company, any of Company or its Subsidiaries or any of their respective Affiliates to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of each of the Company and its businessSubsidiaries.

Governmental Authorizations; Licenses; Etc. Except as disclosed The Seller has operated its businesses in Schedule 2.8, the business of each of the Company and its Subsidiaries has been operated all material respects in compliance with Applicable Laws all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities (excluding Environmental Laws which are specifically covered in Section 2.12"Laws"), except for violations which would notincluding but not limited to, individually those related to: fire, safety, labeling of products, pricing, sales or in distribution of products, antitrust, trade regulation, trade practices, sanitation, land use, employment or employment practices, energy and similar laws. To the aggregateSeller's Knowledge, have a Material Adverse Effect with respect to the Company and its Subsidiaries. Except as disclosed in Schedule 2.8, each of the Company and its Subsidiaries Seller has all permits, licenses, approvals, certificates and other authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of their respective its businesses as currently conducted, except for where conducted by the failure to possess such permits, licenses, approvals, certificates or authorizations or to make such notifications, registrations, certifications and filings would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company and its SubsidiariesSeller ("Authorizations"). Except as disclosed in Schedule 2.8, there There is no action, lawsuit, claim, investigation, case or proceeding pending or, to the CompanySeller's best knowledgeKnowledge, threatened by any Governmental Authority with respect to: to (ai) any violation or alleged violation by the Company, any of Seller or its Subsidiaries or any of their respective Affiliates of any Applicable Law; , or (bii) any failure or alleged failure by the Company, any of Seller or its Subsidiaries or any of their respective Affiliates to have any permit, license, approval, certification or other authorization Authorization required in connection with the operation of its businessbusinesses. No notice of any violation of such laws has been received by the Seller or any Affiliate of the Seller and neither the Seller nor any such Affiliate has received any notice that the products manufactured or sold by the Business are not in compliance with, or do not meet the standards of, all applicable laws. Schedule 3.11 sets forth a true and complete list of all Authorizations relating to the Business. Such Authorizations are in full force and effect and the Seller has received no notification of the suspension or cancellation of any thereof.