Common use of Governmental Licenses and Permits Clause in Contracts

Governmental Licenses and Permits. (a) Excluding Environmental Permits (which are covered in Section 3.11), each of the Companies holds all material governmental qualifications, registrations, filings, licenses, permits, orders, approvals or authorizations necessary to conduct its respective business and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement (collectively, the "Material Permits"). (b) All Material Permits are valid and in full force and effect in all material respects. Except as set forth in Schedule 3.10(b) and excluding Environmental Permits (which are covered in Section 3.11), none of the Companies is in default or violation of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respect, (ii) none of the Companies currently is the subject of any pending or, to the Knowledge of Seller, threatened Action seeking the revocation, suspension, non-renewal, termination, modification or impairment, in any material respect, of any Material Permit, and (iii) to the Knowledge of Seller, there is no existing condition of any of the Companies, nor has any of the Companies received any notice from any Governmental Authority of any fact or condition, which, if left uncured, would result in the revocation, limitation, suspension or non-renewal of any Material Permit, except where such revocation, limitation, suspension or non-renewal, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none of the Companies are operating under a Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04, none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification as a result of the consummation of the transactions contemplated hereby, except where such revocation, limitation, suspension, non-renewal, withdrawal, termination or modification, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset.

Governmental Licenses and Permits. (a) Excluding Environmental Permits (which are covered in Section 3.11), each of the Companies Company and the Company Subsidiaries holds all material governmental qualifications, registrations, filings, licenses, permits, orders, approvals or authorizations necessary to conduct its respective business and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement hereof (collectively, the "Material Permits"). (b) All Material Permits are valid and in full force and effect in all material respects. Except as set forth in Schedule 3.10(b) and excluding Environmental Permits (which are covered in Section 3.11), none of the Companies Company and the Company Subsidiaries is in default or violation of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respect, (ii) none of the Companies Company and the Company Subsidiaries currently is the subject of any pending or, to the Knowledge of Sellerthe Selling Parties, threatened Action seeking the revocation, suspension, non-renewal, termination, modification or impairment, impairment of any Material Permit in any material respect, of any Material Permit, and (iii) to the Knowledge of Sellerthe Selling Parties, there is no existing condition of the Company or any of the CompaniesCompany Subsidiaries, nor has the Company or any of the Companies Company Subsidiaries received any notice from any Governmental Authority of any fact or condition, which, if left uncured, would result in the revocation, limitation, suspension or non-renewal of any Material Permit, except where such revocation, limitation, suspension or non-renewal, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none None of the Companies are Company and the Company Subsidiaries is operating under a Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.043.04(a), none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification as a result of the consummation of the transactions contemplated hereby, except where such revocation, limitation, suspension, non-renewal, withdrawal, termination or modification, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset.

Governmental Licenses and Permits. (a) Excluding Environmental Permits (which are covered in Section 3.11), each of the Companies holds The Company and its Subsidiaries hold all material governmental qualifications, registrations, filingspermits, licenses, permitscertificates of occupancy, ordersfranchises, certificates, approvals and other authorizations of foreign, federal, state and local governments or authorizations necessary to conduct its respective business and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement other similar rights (collectively, the "Material PermitsLICENSES"). (b) All Material Permits necessary in and for the conduct of their respective businesses, and such Licenses are in full force and effect except where the failure to hold such License or for such License to be valid and in full force and effect, would not have a Material Adverse Effect and would not adversely effect any contracts or arrangements of the Company. The Company has duly performed in all material respects. Except as set forth respects all of its obligations under, and is in Schedule 3.10(b) full compliance with, the Licenses, except for the failure of which would not have a Material Adverse Effect and excluding Environmental Permits (which are covered in Section 3.11), none would not adversely effect any contracts or arrangements of the Companies Company. There is in default or violation of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respect, (ii) none of the Companies currently is the subject of any not now pending or, to the Knowledge of SellerCompany's knowledge, threatened Action seeking the revocationany litigation, suspension, non-renewal, termination, modification proceeding or impairment, investigation which reasonably might result in any material respect, of any Material Permit, and (iii) to the Knowledge of Seller, there is no existing condition a termination of any of the CompaniesLicenses except for litigation, nor proceedings or investigations which would not individually or in the aggregate have a Material Adverse Effect and would not adversely effect any contracts or arrangements of the Company. (b) No event has occurred and no agreement has been entered into by the Company, which now, or after notice or lapse of time or both, might reasonably be expected to cause or permit cancellation, revocation or termination of the Licenses, or would result in any actions, which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, and there is no pending or threatened action or matters that would suggest that any of the Companies received any notice from any Governmental Authority of any fact or condition, which, if left uncured, would result Licenses could reasonably be expected not to be renewed in the revocationordinary course. (c) There is not pending any application, limitationpetition, suspension objection or non-renewal other pleading which questions the validity of or contests any Material Permit, of the Licenses except where such revocation, limitation, suspension or non-renewalfor those that could not, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none of the Companies are operating under a Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the Adverse Effect. (d) The consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04, none by this Agreement will not cause any forfeiture or impairment of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification as a result of the consummation of the transactions contemplated hereby, Licenses except where such revocation, limitation, suspension, non-renewal, withdrawal, termination or modificationfor those that could not, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property AssetMaterial Adverse Effect.

Governmental Licenses and Permits. (a) Excluding Environmental Permits (which are covered in Section 3.11)Each of Seller, each of Intermediate Holdco and the Companies holds Business Subsidiaries hold all material governmental qualifications, registrations, filings, licenses, permits, ordersapprovals, approvals consents, certificates, registrations and authorizations issued by a Governmental Authority necessary for it to own, lease, license and operate its properties and assets related to the Business and to carry on the Business as it is now being conducted, except for such licenses, permits, approvals, consents, certificates, registrations or authorizations necessary the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to conduct its respective business and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement have a Material Adverse Effect (collectively, the "“Material Permits"”). (b) . All Material Permits are valid and in full force and effect, except where the failure to be valid and in full force and effect has not had and would not, individually or in all material respectsthe aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.10(b) and excluding Environmental Permits (which are covered in Section 3.11), none 3.10 of the Companies is Disclosure Schedules sets forth each Material Permit used or held for use by Seller or Intermediate Holdco in default the Business. (b) None of Seller, Intermediate Holdco or violation any of the Business Subsidiaries has received any cease and desist letters or material written inquiries from any Governmental Authority with respect to the Material Permits. No suspension or cancellation of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respect, (ii) none of the Companies currently is the subject of any pending or, to the Knowledge of Seller, threatened Action seeking threatened, except where such suspension or cancellation would not, individually or in the revocationaggregate, suspension, non-renewal, termination, modification or impairment, in any material respect, of any reasonably be expected to have a Material Permit, and (iii) to the Knowledge Adverse Effect. None of Seller, there is no existing condition of Intermediate Holdco or any of the CompaniesBusiness Subsidiaries are in violation or breach of, nor has any of the Companies received any notice from any Governmental Authority of any fact or conditiondefault under, which, if left uncured, would result in the revocation, limitation, suspension or non-renewal of any Material Permit, except where such revocationviolation, limitation, suspension breach or non-renewaldefault has not had and would not, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none of the Companies are operating under a Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04, none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification as a result of the consummation of the transactions contemplated hereby, except where such revocation, limitation, suspension, non-renewal, withdrawal, termination or modification, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property AssetAdverse Effect.

Governmental Licenses and Permits. (ai) Excluding Environmental Permits Section 3.2(q)(i) of Sellers Disclosure Schedule contains a true and complete list of all jurisdictions in which Majestic is licensed to transact insurance business (the “Licensed Jurisdictions”) and the lines of business for which are covered Majestic is licensed in Section 3.11), each of the Companies holds all material governmental qualifications, registrations, filings, licenses, permits, orders, approvals or authorizations necessary to conduct its respective business and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement (collectively, the "Material Permits"). (b) All Material Permits are Licensed Jurisdiction. Each Insurance License held by Majestic is valid and in full force and effect in all material respectseffect. Except as set forth in Schedule 3.10(b) and excluding Environmental Permits (which are covered in Section 3.11), none of the Companies is in default or violation of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respect, (ii) none of the Companies currently No such Insurance License is the subject of any pending ora Proceeding for limitation, suspension or revocation or relating to market conduct or otherwise. To the Knowledge of Seller, threatened Action seeking the revocation, suspension, non-renewal, termination, modification or impairment, in any material respect, of any Material Permit, and (iii) to the Knowledge of SellerEmbarcadero, there is no existing condition pending threat of any of the Companies, nor has any of the Companies received any notice from such Proceeding by any Governmental Authority that licenses insurance in the Licensed Jurisdictions. No event has occurred which allows or, after notice or lapse of any fact time or condition, which, if left uncuredboth, would result in the allow, revocation, limitation, suspension or non-renewal termination of any Material Permitsuch Insurance License or has resulted in or, after notice or lapse of time or both, would reasonably be expected to result in any impairment of the rights of the holder of any such Insurance License. Majestic is not domiciled or “commercially domiciled” for insurance regulatory purposes in any jurisdiction other than California and any other jurisdiction listed in Section 3.2(q)(i) of Sellers Disclosure Schedule. (ii) Each Company possess all Governmental Permits, and has made all filings, applications and registrations with and given all notices to, all Governmental Authorities necessary to permit such Company to conduct the business now operated by such Company, except in each case where such revocation, limitation, suspension or non-renewalthe failure to do so is not reasonably expected, individually or in the aggregate, would not reasonably be expected to have a material an Embarcadero Material Adverse Effect; each Company is in compliance with the terms and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none conditions of the Companies are operating under a all such Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04, none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification as a result of the consummation of the transactions contemplated herebyPermits, except where such revocation, limitation, suspension, non-renewal, withdrawal, termination or modificationthe failure so to comply is not reasonably expected, individually or in the aggregate, to have an Embarcadero Material Adverse Effect; each of the Governmental Permits is valid and in full force and effect, except where the invalidity of such Governmental Permit or the failure of such Governmental Permit to be in full force and effect is not reasonably expected, individually or in the aggregate, to have an Embarcadero Material Adverse Effect; and no event has occurred which allows or, after notice or lapse of time or both, would not allow, revocation, suspension or termination of any such Governmental Permit or has resulted in or, after notice or lapse of time or both, would reasonably be expected to result in any impairment of the rights of the holder of any such Governmental Permit which event is reasonably expected to have a material an Embarcadero Material Adverse Effect. Section 3.2(q)(ii) of Sellers Disclosure Schedule lists all Governmental Permits held by each Company and adverse effect on any Real Property Assetthe Governmental Authority which granted such Governmental Permits.

Governmental Licenses and Permits. (a) Excluding Environmental Permits (which are covered in Section 3.11)The Group Companies own, each of the Companies holds hold or possess all material governmental qualifications, registrations, filings, licenses, permits, orders, approvals permits or authorizations that are necessary for each of them to conduct its respective business and to own or use its respective assets and properties, as such businessesbusiness, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement hereof (collectively, the "Material “Permits"”). (bi) All Material Permits are valid and in full force and effect in all material respects. Except as set forth in Schedule 3.10(b) and excluding Environmental Permits (which are covered in Section 3.11), none of the Companies is in default or violation of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respecteffect, (ii) none of the Companies currently Company is the subject of any pending or, to the Knowledge of Seller, threatened Action seeking the revocation, suspension, non-renewal, termination, modification not in default or impairmentviolation, in any material respect, of any Material Permit, of the Permits and (iii) to the Knowledge of Seller, there Company is no existing condition not the subject of any of the Companies, nor has any of the Companies received any notice from any Governmental Authority of any fact pending or condition, which, if left uncured, would result in threatened Action seeking the revocation, cancellation, amendment, suspension, limitation, suspension termination, modification, impairment or non-renewal of any Material Permitof the Permits and (iv) since January 1, except where such 2018, no Group Company has received any written or, to the Company’s knowledge, oral notice from any Governmental Entity regarding (A) any actual or alleged violation of, or failure on the part of any Group Company to comply with, any term or requirement of any Permit or (B) any actual or potential revocation, limitationwithdrawal, suspension suspension, cancellation, termination of, or non-renewalmodification to, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none of the Companies are operating under a Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the consummation of the transactions contemplated herebyPermits. Subject to obtaining the consents set forth in Schedule 3.04Section 7.01(d) of the Disclosure Schedule, none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, withdrawal or termination or modification as a result of the consummation of the transactions contemplated hereby. (c) Except as set forth in Section 3.09(c) of the Disclosure Schedule, except where such revocation, limitation, suspension, non-renewal, withdrawal, termination or modification, individually or in the aggregate, would not reasonably be expected all applications required to have been filed for the renewal of each Permit have been duly filed on a timely basis with, and the applicable fees paid to, the appropriate Governmental Entity, or the Permit nevertheless has been renewed, re-issued or otherwise resolved without adverse consequence in any material respect to the Company, and all other filings (and payment of fees in connection therewith) required to have been made with respect to each Permit have been duly made on a timely basis with the appropriate Governmental Entity, or if not filed on a timely basis, the lapse did not cause an adverse effect on consequence in any Real Property Assetmaterial respect to the Company.

Governmental Licenses and Permits. (a) Excluding Environmental Permits (which are covered in Section 3.113.12), each of the Companies Company and the Insurance Subsidiaries holds all material governmental qualifications, registrations, filings, licenses, permits, orders, approvals or authorizations necessary to conduct its respective business and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement hereof (collectively, the "“Material Permits"”). Section 3.10(a) of the Disclosure Schedule sets forth the lines of insurance (by jurisdiction) which the Company and the Insurance Subsidiaries are licensed to write. (b) All Material Permits are valid and in full force and effect in all material respectseffect. Except as set forth in Schedule Section 3.10(b) of the Disclosure Schedule and excluding Environmental Permits (which are covered in Section 3.113.12), none neither the Company nor any of the Companies Insurance Subsidiaries is in default or violation violation, in any material respect, of any of the Material Permits in any material respectPermits. Except as set forth in Schedule Section 3.10(b)) of the Disclosure Schedule, (i) no Material Permit of the Company or any of the Companies Insurance Subsidiary has been revoked, suspended, non-renewed, terminated or materially impaired in any material respectmanner since January 1, 2000, (ii) none of neither the Companies Company nor any Insurance Subsidiary currently is the subject of any pending or, to the Knowledge of the Seller, threatened Action seeking the revocation, suspension, non-renewal, termination, modification or impairment, in any material respect, impairment of any Material Permit, and (iii) to the Knowledge of the Seller, there is no existing condition of the Company or any of the CompaniesInsurance Subsidiary, nor has the Company or any of the Companies Insurance Subsidiary received any notice from any Governmental Authority of any fact or condition, which, if left uncured, would result in the revocation, material limitation, suspension or non-renewal of any Material Permit, except where such revocation, limitation, suspension or non-renewal, individually or in . Neither the aggregate, would not reasonably be expected to have a material and adverse effect on Company nor any Real Property Asset. Except as set forth in Schedule 3.10(b), none of the Companies are Insurance Subsidiary is operating under a Governmental Order or voluntary agreement with any the insurance regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay and adversely impact the consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04Section 3.05 of the Disclosure Schedule, none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or material modification as a result of the consummation of the transactions contemplated hereby. (c) Except for limitations imposed by applicable Law that are applicable to insurance companies generally, except where such revocation, limitation, suspension, non-renewal, withdrawal, termination there is no Governmental Order or modification, individually any other restriction binding on the Company or in any Insurance Subsidiary prohibiting or restricting the aggregate, would not reasonably be expected to have a material and adverse effect on payment of shareholder dividends or other shareholder distributions by the Company or any Real Property Assetof the Insurance Subsidiaries.

Governmental Licenses and Permits. (a) Excluding Environmental Permits (which are covered in Section 3.11), each of the Companies holds The Company and its Subsidiaries hold all material governmental qualifications, registrations, filingspermits, licenses, permitscertificates of occupancy, ordersfranchises, certificates, approvals and other authorizations of foreign, federal, state and local governments or authorizations necessary to conduct its respective business and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement other similar rights (collectively, the "Material PermitsLicenses"). (b) All Material Permits necessary in and for the conduct of their respective businesses, and such Licenses are in full force and effect except where the failure to hold such License or for such License to be valid and in full force and effect, would not have a Material Adverse Effect and would not adversely effect any contracts or arrangements of the Company. The Company has duly performed in all material respects. Except as set forth respects all of its obligations under, and is in Schedule 3.10(b) full compliance with, the Licenses, except for the failure of which would not have a Material Adverse Effect and excluding Environmental Permits (which are covered in Section 3.11), none would not adversely effect any contracts or arrangements of the Companies Company. There is in default or violation of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respect, (ii) none of the Companies currently is the subject of any not now pending or, to the Knowledge of SellerCompany's knowledge, threatened Action seeking the revocationany litigation, suspension, non-renewal, termination, modification proceeding or impairment, investigation which reasonably might result in any material respect, of any Material Permit, and (iii) to the Knowledge of Seller, there is no existing condition a termination of any of the CompaniesLicenses except for litigation, nor proceedings or investigations which would not individually or in the aggregate have a Material Adverse Effect and would not adversely effect any contracts or arrangements of the Company. (b) No event has occurred and no agreement has been entered into by the Company, which now, or after notice or lapse of time or both, might reasonably be expected to cause or permit cancellation, revocation or termination of the Licenses, or would result in any actions, which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, and there is no pending or threatened action or matters that would suggest that any of the Companies received any notice from any Governmental Authority of any fact or condition, which, if left uncured, would result Licenses could reasonably be expected not to be renewed in the revocationordinary course. (c) There is not pending any application, limitationpetition, suspension objection or non-renewal other pleading which questions the validity of or contests any Material Permit, of the Licenses except where such revocation, limitation, suspension or non-renewalfor those that could not, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none of the Companies are operating under a Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the Adverse Effect. (d) The consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04, none by this Agreement will not cause any forfeiture or impairment of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification as a result of the consummation of the transactions contemplated hereby, Licenses except where such revocation, limitation, suspension, non-renewal, withdrawal, termination or modificationfor those that could not, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property AssetMaterial Adverse Effect.

Governmental Licenses and Permits. (a) Excluding Environmental Permits (representations as to which are covered set forth in Section SECTION 3.11), each of the Companies Sellers holds all material governmental qualifications, registrations, filings, licenses, permits, orders, approvals or authorizations necessary to conduct its respective business the Business and to own or use its respective assets and propertiesthe Acquired Assets, as such businesses, assets the Business is conducted and properties the Acquired Assets are conducted, owned and used on the date hereof, where such qualification, registration, filing, license, permit, order, approval or authorization is material to the conduct of the Original Stock Purchase Agreement Business at a Facility (collectively, the "Material PermitsMATERIAL PERMITS"). (b) All Material Permits are valid and in full force and effect in all material respects. Except as set forth in Schedule SCHEDULE 3.10(b) and excluding Environmental Permits (representations as to which are covered set forth in Section SECTION 3.11), none of the Companies Sellers is in default or violation of any of the Material Permits in any material respect. Except as set forth in Schedule SCHEDULE 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-non renewed, terminated or impaired in any material respect, (ii) none of the Companies Sellers currently is the subject of any pending or, to the Knowledge of Sellerthe Sellers, threatened Action seeking the revocation, suspension, non-renewal, termination, modification or impairment, impairment of any Material Permit in any material respect, of any Material Permit, and (iii) to the Knowledge of SellerSellers, there is no existing condition of any of the CompaniesSellers, nor has any of the Companies Sellers received any notice from any Governmental Authority of any fact or condition, which, if left uncured, would result in the revocation, limitation, suspension or non-renewal of any Material Permit, except where such revocation, limitation, suspension or non-renewal, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule SCHEDULE 3.10(b), none of the Companies are Sellers is operating under a Governmental an Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business Business authorized pursuant to such Material Permit or which would prohibit or materially delay the consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04SCHEDULE 3.03, none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification as a result of the consummation of the transactions contemplated hereby, except where such revocation, limitation, suspension, non-renewal, withdrawal, termination or modification, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset.

Governmental Licenses and Permits. (a) Excluding Environmental Permits (which are covered in Section 3.11)Schedule 3.16 contains a complete listing description of all permits, each of the Companies holds all material governmental qualificationslicenses, licenses exceptions and exemptions, franchises, approvals, certificates, consents, declarations, orders, registrations, filingsfilings and other authorizations of Governmental Authorities, licensestogether with any renewals, permitsextensions, orders, approvals or authorizations necessary to conduct its respective business modifications thereof and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement additions thereto (collectively, the "Material “Permits"). ”) issued to or otherwise owned or possessed by, or used by, the Company, Parent or Seller for the conduct of the Business. Except as set forth on Schedule 3.16, the Company possesses, and has for the past three (b3) All Material years possessed, all Permits that are necessary to conduct the Business as currently conducted. Each Permit is valid and in full force and effect effect, and is not subject to any material restrictions or conditions. The Company is in compliance in all material respectsrespects with the terms and conditions of such Permits. Except as set forth in Schedule 3.10(b) and excluding Environmental Permits (which are covered in Section 3.11)No loss, none of the Companies is in default expiration, revocation, suspension, lapse or violation limitation of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respect, (ii) none of the Companies currently is the subject of any pending or, to the Knowledge of SellerCompany’s knowledge, threatened Action seeking the revocation, suspension, non-renewal, termination, modification or impairment, in any material respect, of any Material Permit, and (iii) to the Knowledge of Seller, there is no existing condition of any of the Companies, nor has any of the Companies received any notice from any Governmental Authority of any fact or condition, which, if left uncured, would including as a result in the revocation, limitation, suspension or non-renewal of any Material Permit, except where such revocation, limitation, suspension or non-renewal, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none of the Companies are operating under a Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the consummation of the transactions contemplated hereby. Subject to obtaining ), with or without notice or lapse of time or both, other than expiration in accordance with the consents set forth in Schedule 3.04, none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification terms thereof which terms do not expire as a result of the consummation of the transactions contemplated hereby. All applications required to have been filed for the renewal of each of the Permits have been duly filed on a timely basis with the appropriate Governmental Authorities. To the knowledge of the Company, except where such revocationno event has occurred that (including the consummation of the transactions contemplated hereby), limitation, suspension, non-renewal, withdrawal, termination with or modification, individually without notice or in the aggregatelapse of time or both, would not reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit. All applications required to have been filed for the renewal of each of the Permits have been duly filed on a material timely basis with the appropriate Governmental Authorities, and adverse effect all other filings required to have been made with respect to such governmental authorizations have been duly made on any Real Property Asseta timely basis with the appropriate Governmental Authorities. Except as indicated on Schedule 3.16, all of the Permits are transferable to Buyer or its Affiliates and will be transferred by the Company to Buyer or its Affiliates on the Closing Date.

Governmental Licenses and Permits. (a) Excluding Environmental Permits (which are covered in Section 3.11)The Seller Group has obtained and holds, each of the Companies holds and has since January 1, 2017 held, all material governmental qualifications, registrations, filings, franchises, licenses, permits, ordersapprovals, approvals or consents, accreditations, waivers, exemptions and authorizations from Governmental Authorities necessary to conduct its respective business the PP&S Business and to own or use its respective assets and properties, operate the Purchased Entities as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement presently conducted under applicable Law (collectively, the "Material “Permits"”). (b) All Material Permits are valid and in full force and effect in all material respects. Except as set forth in Schedule 3.10(b) and excluding Environmental Permits (which are covered in Section 3.11), none of the Companies is in default or violation of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respect, (ii) none of the Companies currently is the subject of any pending or, to the Knowledge of Seller, threatened Action seeking the revocation, suspension, non-renewal, termination, modification or impairment, in any material respect, of any Material Permit, and (iii) to the Knowledge of Seller, there is no existing condition of any of the Companies, nor has any of the Companies received any notice from any Governmental Authority of any fact or condition, which, if left uncured, would result in the revocation, limitation, suspension or non-renewal of any Material Permit, except where the failure to obtain or hold any such revocationqualification, limitationregistration, suspension filing, franchise, license, permit, approval, consent, accreditation, waiver, exemption or non-renewalauthorization would not reasonably be expected to be, individually or in the aggregate, material to the PP&S Business taken as a whole, including the Purchased Entities, the Purchased Assets and the Assumed Liabilities (such Permits, “Material Permits”). The Seller Group is, and since January 1, 2017 has been, in compliance with all of the Material Permits, except where the failure to comply with any such Material Permit would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none of the Companies are operating under a Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04, none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification as a result of the consummation of the transactions contemplated hereby, except where such revocation, limitation, suspension, non-renewal, withdrawal, termination or modificationbe, individually or in the aggregate, material to the PP&S Business taken as a whole, including the Purchased Entities, the Purchased Assets and the Assumed Liabilities. The Seller Group has filed or caused to be filed all material reports, notifications and filings with, and has paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all of the Material Permits in full force and effect and each Material Permit is valid and in full force and effect. No event has occurred or circumstance exists that would not reasonably be expected to have (with or without notice, lapse of time or both) constitute or result in a material violation of, or a failure to comply in any material respect with, any term or requirement of any such Material Permit, or result in the (or give rise to any right of) revocation, withdrawal, suspension, modification, cancellation, impairment, forfeiture, limitation or termination thereof. As of the date hereof, no member of the Seller Group has received any notice, and to the Knowledge of Seller, no notice is Threatened, from any Governmental Authority regarding any actual, alleged, possible or potential violation or failure to comply in any material respect with any term or requirement of any such Material Permit, or any revocation, withdrawal, suspension, cancellation, impairment forfeiture, limitation or termination or adverse effect on any Real Property Assetmodification thereof.

Governmental Licenses and Permits. (a) Excluding Seller and its applicable Affiliates hold, and since January 1, 2010 have held, all material Permits (excluding Environmental Permits (which are covered in Section 3.113.13) necessary for the lawful ownership, operation and use of the Acquired Business’s properties and assets (including the Assets) and the conduct of the Acquired Business (the “Company Permits”), each and since January 1, 2010, Seller and its Affiliates have not received any written or, to the Knowledge of Seller, oral notice threatening to revoke or condition the continuation of any Company Permit. Section 3.10(a) of the Companies holds Seller Disclosure Letter sets forth a correct and complete list of all material governmental qualifications, registrations, filings, licenses, permits, orders, approvals or authorizations necessary to conduct its respective business and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement (collectively, the "Material Company Permits"). (b) . All Material Company Permits are valid and in full force and effect in all material respects. Except as set forth Excluding Environmental Permits (which are covered in Schedule 3.10(bSection 3.13), since January 1, 2010, Seller and its Affiliates have not been in material default or material violation of any of the Company Permits. (b) and Immediately prior to the Closing, the Company shall hold all material Permits (excluding Environmental Permits (which are covered in Section 3.113.13)) necessary for the continued lawful ownership, operation and use of the Company’s properties and assets (including the Assets) and to conduct the Acquired Business as of Closing, other than the Specified Permits (the “Restructured Company Permits”), none of the Companies is in default or violation of and Seller and its Affiliates shall not have received any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respect, (ii) none of the Companies currently is the subject of any pending written or, to the Knowledge of Seller, threatened Action seeking oral notice threatening to revoke or condition the revocation, suspension, non-renewal, termination, modification or impairment, in any material respect, continuation of any Material Restructured Company Permit, and (iii) . Immediately prior to the Knowledge of SellerClosing, there is no existing condition all Restructured Company Permits shall be in full force and effect in all material respects, the Company shall not be in material default or material violation of any of the CompaniesRestructured Company Permits. Notwithstanding anything to the contrary in this Section 3.10, nor has the parties agree that Acquiror shall be solely responsible for obtaining (and Seller shall not be deemed to make any of representation or warranty with respect to) any Permits to conduct the Companies received any notice from any Governmental Authority of any fact Acquired Business necessitated by, or condition, which, if left uncured, would result in the revocation, limitation, suspension or non-renewal of any Material Permit, except where such revocation, limitation, suspension or non-renewal, individually or in the aggregate, would not reasonably be expected changes to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none of the Companies are operating under a Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04, none of the Material Restructured Company Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification required solely as a result of, the change of control of the consummation of the transactions Company contemplated hereby, except where such revocation, limitation, suspension, non-renewal, withdrawal, termination or modification, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Assetby this Agreement.

Governmental Licenses and Permits. (a) Excluding Environmental Permits (which are covered in Section 3.113.12), each of the Transferred Companies holds all material governmental qualifications, registrations, filings, licenses, permits, orders, approvals or authorizations necessary to conduct its respective business businesses and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement hereof (collectively, the "“Material Permits"”). (b) All Material Permits are valid and in full force and effect in all material respectseffect. Except as set forth in Schedule 3.10(b) and excluding Excluding Environmental Permits (which are covered in Section 3.113.12), none of the Transferred Companies is in default or violation violation, in any material respect, of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), Permits. (i) no No Material Permit of any of the Companies Transferred Company has been revoked, suspended, non-renewed, terminated or materially impaired in any material respectmanner since January 1, 2000, (ii) none of the Transferred Companies currently is the subject of any pending or, to the Knowledge of Sellerthe Sellers, threatened Action seeking the revocation, suspension, non-renewal, termination, modification or impairment, in any material respect, impairment of any Material Permit, and (iii) to the Knowledge of Sellerthe Sellers, there is no existing condition of any of the CompaniesTransferred Company, nor has any of the Companies Transferred Company received any notice from any Governmental Authority of any fact or condition, which, if left uncured, would result in the revocation, material limitation, suspension or non-renewal of any Material Permit, except where such revocation, limitation, suspension or non-renewal, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none None of the Transferred Companies are is operating under a Governmental Order or voluntary agreement with any the insurance regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay and adversely impact the consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04Section 3.05 of the Disclosure Schedule, none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or material modification as a result of the consummation of the transactions contemplated hereby. (c) Except for limitations imposed by applicable Law or otherwise applicable to insurance companies generally, except where such revocationthere is no Governmental Order or, limitation, suspension, non-renewal, withdrawal, termination or modification, individually or to the actual knowledge as of the date hereof of the individuals identified in the aggregatedefinition of “Knowledge of the Sellers” set forth on Exhibit A, would not reasonably be expected arrangement or understanding between any of the Sellers or the Transferred Companies, on the one hand, and any Governmental Authority, on the other hand, relating to: (i) the prohibition or restriction of the payment of shareholder dividends or interest, as the case may be, pursuant to have a material and adverse effect the terms of any security of any of the Transferred Companies; (ii) the imposition on XX Xxxxxx of any Real Property Assetobligation or requirement with respect to the payment of policyholder dividends, including in connection with the payment of shareholder dividends; (iii) the capital structure or ownership of the Transferred Companies or deduction from capital; or (iv) other than consistent with past practice, credit for Investment Assets for purposes of the calculation of the Solvency Margin Ratio.