Common use of LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS Clause in Contracts

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) There is no Litigation that is pending or, to Acquiror’s Knowledge, threatened against Acquiror. To Acquiror’s Knowledge, Acquiror is and has been in compliance with all applicable Laws, including Environmental Laws and applicable securities Laws, except where the failure to be in compliance would not have a Material Adverse Effect. There has been no Default under any Laws applicable to Acquiror, including Environmental Laws. There has been no Default with respect to any Court Order applicable to Acquiror. Acquiror has not received any written notice and, to the Knowledge of Acquiror, no other communication has been received to the effect that it is not in compliance with any applicable Laws. (b) There is no Environmental Condition at any property presently or formerly owned or leased by Acquiror or any of its Subsidiaries which is reasonably likely to have a Material Adverse Effect. (c) Acquiror has all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the “Governmental Permits”) required in connection with the operation of its Business, all of which are in full force and effect. Acquiror has complied with all of its Governmental Permits.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) 15.1.12.1 There is no Litigation that is pending or, to Acquiror’s Licensee's Knowledge, threatened against AcquirorLicensee. To Acquiror’s Licensee's Knowledge, Acquiror Licensee is and has been in compliance with all applicable Laws, including Environmental Laws and applicable securities Laws, except where the failure to be in compliance would not have a Material Adverse Effect. There has been no Default under any Laws applicable to AcquirorLicensee, including Environmental Laws. There has been no Default with respect to any Court Order applicable to AcquirorLicensee. Acquiror Licensee has not received any written notice and, to the Knowledge of AcquirorLicensee, no other communication has been received to the effect that it is not in compliance with any applicable Laws. (b) 15.1.12.2 There is no Environmental Condition at any property presently or formerly owned or leased by Acquiror Licensee or any of its Subsidiaries Subsidiaries, which is reasonably likely to have a Material Adverse Effect. (c) Acquiror 15.1.12.3 Licensee has all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the “"Governmental Permits”") required in connection with the operation of its Business, all of which are in full force and effect. Acquiror Licensee has complied with all of its Governmental Permits.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) There is no Litigation that is pending or, to Acquiror’s 's Knowledge, threatened against Acquiror. To Acquiror’s 's Knowledge, Acquiror is and has been in compliance with all applicable Laws, including Environmental Laws and applicable securities Laws, except where the failure to be in compliance would not have a Material Adverse Effect. There has been no Default under any Laws applicable to Acquiror, including Environmental Laws. There has been no Default with respect to any Court Order applicable to Acquiror. Acquiror has not received any written notice and, to the Knowledge of Acquiror, no other communication has been received to the effect that it is not in compliance with any applicable Laws. (b) There is no Environmental Condition at any property presently or formerly owned or leased by Acquiror or any of its Subsidiaries which is reasonably likely to have a Material Adverse Effect. (c) Acquiror has all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the “"Governmental Permits”") required in connection with the operation of its Business, all of which are in full force and effect. Acquiror has complied with all of its Governmental Permits.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) There is no Litigation that is pending or, to Acquiror’s Acquiree's or any Shareholder's Knowledge, threatened against AcquirorAcquiree. To Acquiror’s Acquiree's or any Shareholder's Knowledge, Acquiror Acquiree is and has been in compliance with all applicable Laws, including Environmental Laws and applicable securities Laws, except where the failure to be in compliance would not have a Material Adverse Effect. There has been no Default under any Laws applicable to Acquiror, including Environmental LawsAcquiree. There has been no Default with respect to any Court Order applicable to AcquirorAcquiree. Acquiror Acquiree has not received any written notice and, to the Knowledge of AcquirorAcquiree or any Shareholder, no other communication has been received to the effect that it is not in compliance with any applicable Laws. No Shareholder has reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws. (b) There is no Environmental Condition at any property presently or formerly owned or leased by Acquiror or any of its Subsidiaries Acquiree which is reasonably likely to have a Material Adverse Effect. (c) Acquiror Acquiree has all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the “"Governmental Permits”") required in connection with the operation of its Business, all of which are in full force and effect. Acquiror Acquiree has complied with all of its Governmental Permits.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) There is no Litigation that is pending or, to Acquiror’s or Parent’s Knowledge, threatened against AcquirorAcquiror or Parent. To Acquiror’s or Parent’s Knowledge, each of Acquiror and Parent is and has been in compliance with all applicable Laws, including Environmental Laws and applicable securities Laws, except where the failure to be in compliance would not have a Material Adverse Effect. There has been no Default under any Laws applicable to AcquirorAcquiror or Parent , including Environmental Laws. There has been no Default with respect to any Court Order applicable to AcquirorAcquiror or Parent. Neither Acquiror nor Parent has not received any written notice and, to the Knowledge of AcquirorAcquiror or Parent, no other communication has been received to the effect that it is not in compliance with any applicable Laws. (b) There is no Environmental Condition at any property presently or formerly owned or leased by Acquiror Parent or any of its Subsidiaries which is reasonably likely to have a Material Adverse Effect. (c) Acquiror Parent has all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the “Governmental Permits”) required in connection with the operation of its Business, all of which are in full force and effect. Acquiror Parent has complied with all of its Governmental Permits.

LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) There is no Litigation that is pending or, to AcquirorAcquiree’s or any Shareholder’s Knowledge, threatened against AcquirorAcquiree. To AcquirorAcquiree’s or any Shareholder’s Knowledge, Acquiror Acquiree is and has been in compliance with all applicable Laws, including Environmental Laws and applicable securities Laws, except where the failure to be in compliance would not have a Material Adverse Effect. There has been no Default under any Laws applicable to Acquiror, including Environmental LawsAcquiree. There has been no Default with respect to any Court Order applicable to AcquirorAcquiree. Acquiror Acquiree has not received any written notice and, to the Knowledge of AcquirorAcquiree or any Shareholder, no other communication has been received to the effect that it is not in compliance with any applicable Laws. No Shareholder has reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws. (b) There To the Knowledge of the Acquiree and the Shareholders, there is no Environmental Condition at any property presently or formerly owned or leased by Acquiror or any of its Subsidiaries Acquiree which is reasonably likely to have a Material Adverse Effect. (c) Acquiror Acquiree has all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the “Governmental Permits”) required in connection with the operation of its Business, all of which are in full force and effect. Acquiror Acquiree has complied with all of its Governmental Permits.