Common use of Licenses, Permits and Authorizations Clause in Contracts

Licenses, Permits and Authorizations. The Company and its Subsidiaries hold free and clear of all Liens (other than Permitted Liens), and is in compliance with, all of the licenses, approvals, authorizations, clearances, consents, registrations and permits issued by Governmental Authorities, including the FDA, that are (a) used in the conduct of the businesses of the Company and its Subsidiaries as currently conducted or (b) required by applicable Laws to permit the Company and its Subsidiaries to own, operate, use and maintain their assets in the manner in which they are now operated, used and maintained or to conduct the businesses of the Company and its Subsidiaries as currently conducted, including the manufacture, production, distribution, marketing, performance, sale or support of any Regulated Product (collectively, the “Permits”). Schedule 4.18 sets forth a complete list of such Permits held by the Company and its Subsidiaries as of the date hereof. Accurate and complete copies of such Permits have been made available to Buyer. The Company and its Subsidiaries have fulfilled and performed all of its material obligations that have accrued with respect to the all such Permits, and to the knowledge of the Company at the date of this Agreement, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any Permit. There are no pending or, to the knowledge of the Company at the date of this Agreement, threatened Actions before or by any Governmental Authority alleging that any operation or activity of the Company or its Subsidiaries is in violation of any applicable Law or that would reasonably be expected to result in the cancellation, revocation or termination of any such Permit. Such Permits will not be adversely affected by the consummation of the transactions contemplated by this Agreement.

Licenses, Permits and Authorizations. The Company and its Subsidiaries hold free and clear of all Liens (other than Permitted Liens), and is in compliance with, all of the a) All licenses, approvals, consents, franchises, authorizations, clearancesand other permits of, consentsor with, registrations and permits issued any Governmental Authority, whether foreign, federal, state or local, which are held by Governmental Authoritieseither the Company or any of its Subsidiaries, including all material authorizations under Environmental Laws and Gaming Laws ("GOVERNMENTAL PERMITS") are valid and in full force and effect and there are no proceedings pending or, to the FDAKnowledge of the Companies, threatened that are (a) used seek the revocation, cancellation, suspension or adverse modification thereof, except in each case as would not, individually or in the conduct aggregate, reasonably be expected to have a Material Adverse Effect. Such Governmental Permits constitute all of the businesses of the Company material licenses, franchises and its Subsidiaries as currently conducted or (b) required by applicable Laws other permits necessary to permit the Company and or any of its Subsidiaries to own, operate, use and maintain their assets in the manner in which they are now operated, used operated and maintained or and to conduct the businesses of the Company and its Subsidiaries Business as currently conducted, including the manufacture, production, distribution, marketing, performance, sale or support of any Regulated Product . (collectively, the “Permits”). Schedule 4.18 sets b) Except as set forth a complete list of such Permits held by the Company and its Subsidiaries as on SECTION 2.21 of the date hereof. Accurate Parent Disclosure Letter, and complete copies of such Permits have been made available to Buyer. The Company and its Subsidiaries have fulfilled and performed all of its material obligations that have accrued with respect except to the all such Permits, and to the knowledge of the Company at the date of this Agreement, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any Permit. There are no pending or, to the knowledge of the Company at the date of this Agreement, threatened Actions before or by any Governmental Authority alleging extent that any operation deviations from the following would not, either individually or activity of in the Company or its Subsidiaries is in violation of any applicable Law or that would aggregate, reasonably be expected to result in have a Material Adverse Effect: (i) none of the Companies or any of their Subsidiaries has received, at any time during the past three years, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Permit, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, revocation termination of, or termination of modification to any such Governmental Permit. Such Permits will not be adversely affected by ; (ii) all applications required to have been filed for the consummation renewal of the transactions contemplated by this AgreementGovernmental Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Governmental Permit have been duly made on a timely basis with the appropriate Governmental Authority.

Licenses, Permits and Authorizations. The Company and its Subsidiaries hold free and clear of all Liens (other than Permitted Liens), and is in compliance with, all of the licenses, approvals, authorizations, clearances, consents, registrations and permits issued by Governmental Authorities, including the FDA, that are (a) used in the conduct The operations of the businesses of the Company and its Subsidiaries as currently conducted or (b) required by applicable Laws to permit the Company and its Subsidiaries to own, operate, use and maintain their assets in the manner in which they are now operated, used and maintained or to conduct the businesses of the Company and its Subsidiaries as currently conducted, including the manufacture, production, distribution, marketing, performance, sale or support of any Regulated Product (collectivelyPurchaser, the “Permits”). Schedule 4.18 sets forth a complete list of such Permits held by the Company Parent and its their respective Subsidiaries as of the date hereof. Accurate are being and complete copies of such Permits have been made available to Buyer. The Company and its Subsidiaries have fulfilled and performed conducted in compliance in all of its material obligations that have accrued respects with respect to the all such PermitsApplicable Laws, and to the knowledge Knowledge of the Company at Purchaser, none of the date Purchaser, Aveon Holdings I GP Inc., the Parent or their respective Subsidiaries has been formally charged or is or has been under formal investigation with respect to any material violations of this Agreementany Applicable Laws. The Purchaser, the Parent and their respective Subsidiaries hold all material Permits of each Governmental Authority which are necessary for the operation of their respective businesses (as contemplated hereby and/or by the Registration Statement) except where a failure to have such Permit(s) would not have a Purchaser Material Adverse Effect. To the Knowledge of the Purchaser, such Permits are valid and in full force and effect, and to the Knowledge of the Purchaser, no event has occurred which allows, or after condition exists that with notice or lapse of time or both would allow, revocation or termination thereof or results in constitute a default under any other material impairment such Permits. To the Knowledge of the rights Purchaser, none of such Permits will be terminated or become terminable, in whole or in part, as a result of the holder transactions contemplated hereby. None of the Purchaser, Aveon Holdings I GP Inc., the Parent or any Permit. There are no pending of their respective Subsidiaries has received any written or, to the knowledge Knowledge of the Company at the date of this AgreementPurchaser, threatened Actions before or by oral notification from any Governmental Authority alleging asserting that such Person is not in compliance in any operation or activity material respect with any of the Company Applicable Laws that such Governmental Authority enforces or its that such Governmental Authority intends to revoke or suspend any Permit necessary for the operation of such Person’s business (as contemplated hereby and/or by the Registration Statement). (b) Without limiting the generality of the foregoing: (i) None of the Purchaser, the Parent or any of their respective Subsidiaries is subject to Section 15 of the Investment Company Act or registered or required to be registered under the Investment Company Act, or will become subject to Section 15 of the Investment Company Act and/or required to register under the Investment Company Act in violation connection with any of any applicable Law or that would reasonably be expected to result in the cancellation, revocation or termination of any such Permit. Such Permits will not be adversely affected activities contemplated by the consummation Registration Statement. (ii) None of the transactions Purchaser, the Parent or any of their respective Subsidiaries is required to be registered, licensed or qualified as a commodity pool operator, futures commission merchant, commodity trading advisor, introducing broker and/or member of National Futures Association (or has obtained an exemption from such registration, licensing or qualification), or will be required to be so registered, licensed or qualified in connection with any of the activities contemplated by this Agreementthe Registration Statement.

Licenses, Permits and Authorizations. The Company and Laureate is the holder ------------------------------------ of each Permit pursuant to which Laureate conducts its Subsidiaries hold free and clear of all Liens business (other than Permitted Liensthose the failure of which to hold either individually or in the aggregate would not have a material adverse effect on the business or financial condition of Laureate), which Permits are in full force and is in compliance with, effect and constitute all Permits required to permit Laureate to operate or conduct its business now and immediately following the Condition Satisfaction Date. Laureate has no reasonable grounds to believe that any of the licenses, approvals, authorizations, clearances, consents, registrations and permits issued by Governmental Authorities, including the FDA, that are (a) used in the conduct of the businesses of the Company and its Subsidiaries as currently conducted or (b) required by applicable Laws to permit the Company and its Subsidiaries to own, operate, use and maintain their assets in the manner in which they are now operated, used and maintained or to conduct the businesses of the Company and its Subsidiaries as currently conducted, including the manufacture, production, distribution, marketing, performance, sale or support of any Regulated Product (collectively, the “Permits”). Schedule 4.18 sets forth a complete list of such Permits held by the Company and its Subsidiaries as of the date hereof. Accurate and complete copies of such Permits have been made available to Buyer. The Company and its Subsidiaries have fulfilled and performed all of its material obligations that have accrued with respect to the all such Permits, and to the knowledge of the Company at the date of this Agreement, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any Permit. There are no pending or, to the knowledge of the Company at the date of this Agreement, threatened Actions before or by any Governmental Authority alleging that any operation or activity of the Company or its Subsidiaries is in violation of any applicable Law or that would reasonably be expected to result in the cancellation, revocation or termination of any such Permit. Such foregoing Permits will not in the ordinary course be adversely affected renewed upon its expiration or that any new Permits required to operate or conduct its business immediately following the Condition Satisfaction Date will not be issued to the Tenants and/or the Surviving Operating Companies effective upon the Merger in the ordinary course of business. The foregoing representations shall not be deemed inaccurate by the consummation reason of the transactions contemplated by this Agreementordinary expiration of routine Permits, the renewal of which is expected to be obtained in the ordinary course without interruption of existing operations. Laureate has not breached, nor received in writing any claim or assertion that it has breached, any of the terms or conditions or any Permit in such manner (i) as would permit any other party to cancel, terminate or amend any Permit or (ii) that any such breach or breaches singly or in the aggregate could materially and adversely affect the financial condition or results of operations, business or prospects of Laureate.

Licenses, Permits and Authorizations. (a) Section 4.16 of the Parent Disclosure Schedule identifies each material Permit held by each of the Transferred Entities (indicating, in each case, the holder of such Permit). The Company Permits held by each of the Transferred Entities are valid and its Subsidiaries hold free in full force and clear of all Liens (other than Permitted Liens)effect, and constitute all Permits necessary to enable each of the Transferred Entities to conduct the Business in the manner in which the Business is currently being conducted and as planned to be conducted as of the date of this Agreement, in each case, as would not reasonably be expected to be material to the Transferred Entities, taken as a whole. None of the Transferred Entities has received any written notice or other written communication (or to the Knowledge of the Sellers, otherwise) from any Governmental Entity regarding (i) any actual or possible violation of or failure to comply with any term or requirement of any Permits or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Permits. (b) Except as set forth on Section 4.16 of the Parent Disclosure Schedule, the Transferred Entities have obtained, and are in compliance with, all of the licenses, approvals, authorizations, clearances, consents, registrations and permits issued by Governmental Authorities, including the FDA, that are (a) used in the conduct of the businesses of the Company and its Subsidiaries as currently conducted or (b) required by Permits necessary under applicable Laws to permit the Company and its Subsidiaries Transferred Entities to own, operate, use and maintain their assets in the manner in which they are now operated, used operated and maintained or and to conduct the businesses of the Company and its Subsidiaries Business as currently conducted, including except where the manufactureabsence of, productionor the failure to be in compliance with, distributionany such Permit would not reasonably be expected to be material to the Transferred Entities, marketing, performance, sale or support of any Regulated Product (collectively, the “Permits”)taken as whole. Schedule 4.18 sets forth a complete list of such Permits held by the Company and its Subsidiaries as As of the date hereof. Accurate and complete copies , none of such Permits have been made available to Buyer. The Company and its Subsidiaries have fulfilled and performed all of its material obligations that have accrued with respect the Transferred Entities has received any written notice or other written communication (or to the all such PermitsKnowledge of the Sellers, and otherwise) from any Governmental Entity or have any Actions or reasonably apparent investigations by or before any Governmental Entity pending or threatened in writing (or to the knowledge Knowledge of the Company at the date of this AgreementSellers, no event has occurred otherwise), in each case which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any Permit. There are no pending or, to the knowledge of the Company at the date of this Agreement, threatened Actions before or by any Governmental Authority alleging that any operation or activity of the Company or its Subsidiaries is in violation of any applicable Law or that would reasonably be expected to result in the revocation, withdrawal, suspension, cancellation, revocation termination or termination modification of any such Permit. Such Permits will , except for any such revocation or termination that would not reasonably be adversely affected by the consummation of the transactions contemplated by this Agreementexpected to be material to such Transferred Entity.