Common use of Licenses, Permits and Authorizations Clause in Contracts

Licenses, Permits and Authorizations. The Target Companies and their Subsidiaries have all material governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations required for the conduct of the business of the Target Companies and their Subsidiaries and the ownership and operation of the assets of the Target Companies and their Subsidiaries, each as currently conducted (“Permits”) (except for Permits required under applicable Environmental Laws, as to which certain representations and warranties are made pursuant to Section 4.21. The operation of the business of the Target Companies and their Subsidiaries as currently conducted is not, and since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years) has not been, in material violation of, nor are the Target Companies or any of their Subsidiaries in material default or violation under, any Permit required to be listed in Section 4.17 of the Sellers Disclosure Schedule, and, to the knowledge of Sellers, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any such Permit. All Permits required to be listed in Section 4.17 of the Sellers Disclosure Schedule are in full force and effect. There are no Actions (other than investigations) pending or, to the knowledge of Sellers, threatened (or to the knowledge of Sellers, any investigation by a Governmental Authority pending or threatened), that seek the revocation, cancellation, suspension or adverse modification of any Permit, the absence of which would be reasonably likely to have a Material Adverse Effect. Since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years), neither the Target Companies nor any of their Subsidiaries have received or been subject to any written notice, charge, claim or assertion alleging any violations of Permits, nor to the knowledge of Sellers, has any such written notice, charge, claim or assertion been threatened. The Permits listed in Section 4.17 of the Sellers Disclosure Schedule represent all of the governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations that are necessary to entitle the Target Companies and their Subsidiaries to own or lease, operate and use their assets in all material respects and to carry on and conduct the Target Business in all material respects.

Licenses, Permits and Authorizations. The Target Companies Except as set forth on Schedule 4.18, and their Subsidiaries have all material governmental except with respect to licenses, approvals, consents, registrations, permits, franchises registrations and other governmental authorizations required for the conduct of the business of the Target Companies and their Subsidiaries and the ownership and operation of the assets of the Target Companies and their Subsidiaries, each as currently conducted (“Permits”) (except for Permits permits required under applicable Environmental Laws, Laws (as to which certain representations and warranties are made pursuant to Section 4.21. The operation of 4.22), the business of the Target Companies Company and their its Subsidiaries as currently conducted is not, have obtained and since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years) has not been, are in material violation ofcompliance with, nor are the Target Companies or any of their Subsidiaries in material default or violation under, any Permit required to be listed in Section 4.17 of the Sellers Disclosure Schedule, and, to the knowledge of Sellers, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any such Permit. All Permits required to be listed in Section 4.17 of the Sellers Disclosure Schedule are in full force and effect. There are no Actions (other than investigations) pending or, to the knowledge of Sellers, threatened (or to the knowledge of Sellers, any investigation by a Governmental Authority pending or threatened), that seek the revocation, cancellation, suspension or adverse modification of any Permit, the absence of which would be reasonably likely to have a Material Adverse Effect. Since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years), neither the Target Companies nor any of their Subsidiaries have received or been subject to any written notice, charge, claim or assertion alleging any violations of Permits, nor to the knowledge of Sellers, has any such written notice, charge, claim or assertion been threatened. The Permits listed in Section 4.17 of the Sellers Disclosure Schedule represent all of the governmental material licenses, approvals, consents, registrations, permitswaivers, franchises exemptions and other governmental authorizations that are permits (collectively, “Permits”) necessary under applicable Laws to entitle permit the Target Companies Company and their its Subsidiaries to own or leaseown, operate operate, use and use maintain their assets in all material respects the manner in which they are now operated, used and maintained and to carry on and conduct the Target Business business of the Company and its Subsidiaries as currently conducted. All applications required to have been filed for the renewal of such 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 Permits have been duly made on a timely basis with the appropriate Governmental Authority. All such Permits are renewable by their terms or in all the ordinary course of business. Since January 1, 2015, (i) there has not occurred any default under any material respectsPermit by the Company or any of its Subsidiaries, (ii) neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority relating to the revocation or modification of any material Permit or with respect to any failure by the Company or any of its Subsidiaries to have any material Permit required in connection with the operation of their businesses and no material violations have been recorded in respect of any material Permits, and (iii) to the knowledge of the Company, there have been no threatened claims, actions, suits or other proceedings or investigations before or by any Governmental Authority that would reasonably be expected to result in the revocation or termination of any such Permit that is material to the conduct of the business of the Company and its Subsidiaries as currently conducted.

Licenses, Permits and Authorizations. The Target Companies Except as set forth on Schedule 3.19, the Fluids Entities validly hold, and their Subsidiaries have are, in compliance with, all material governmental of the licenses, approvals, consents, registrations, permitscertificates, franchises authorizations and other governmental authorizations required for Permits necessary under applicable Laws to permit the Fluids Entities to lawfully own, operate, use and maintain their assets in each jurisdiction in which such Fluids Entity operates (the “Fluids Permits”), in the manner in which they are now owned, operated, used and maintained and to conduct of the business of the Target Companies and their Subsidiaries and the ownership and operation of the assets of the Target Companies and their Subsidiaries, each Fluids Business as currently conducted (“Permits”) (conducted, except for Permits required under applicable Environmental Lawswhere the absence of, or the failure to be in compliance with, any such license, approval, consent, registration or Permit would not reasonably be expected, individually or in the aggregate, to be material to the Fluids Entities or Fluids Business, in each, case taken as to which certain representations and warranties are made pursuant to Section 4.21a whole. The operation of the business of the Target Companies and their Subsidiaries as currently conducted is notFluids Entities are in compliance with, and at all times since January 1, 2010 (and2022, to have been in compliance with, the knowledge terms of Sellers, during the past five (5) years) has not been, in material violation of, nor are the Target Companies or any of their Subsidiaries in material default or violation under, any Permit required to be listed in Section 4.17 of the Sellers Disclosure Schedule, and, to the knowledge of Sellersall Fluids Permits, no event has occurred whichcondition exists that, with notice or the lapse of time or both, both would constitute a default or violation under any Fluids Permit, and no Fluids Entity has received written notice of any termproceedings pending, condition or provision threatened, relating to the suspension, revocation, withdrawal, cancellation or termination of any Fluids Permit, except for such Permit. All Permits required noncompliance, violations, suspensions or cancellations that would not, and would not reasonably be expected, individually or in the aggregate, to be listed material to the Fluids Entities or Fluids Business, in Section 4.17 of the Sellers Disclosure Schedule are in full force and effecteach, case taken as a whole. There are no Actions (other than investigations) pending or, to the knowledge Knowledge of SellersSeller, threatened (in writing actions, claims, suits or to the knowledge of Sellers, any investigation by a Governmental Authority pending or threatened), that seek the revocation, cancellation, suspension or adverse modification of any Permit, the absence of which would be reasonably likely to have a Material Adverse Effect. Since January 1, 2010 (andother proceedings or, to the knowledge Knowledge of SellersSeller, during investigations, in each case, before or by any Governmental Authority that would reasonably be expected to result in the past five (5) years)revocation or termination of any such license, neither approval, consent, registration or Permit that is necessary under applicable Laws to permit the Target Companies nor Fluids Entities to conduct the Fluids Business as currently conducted, except for any of their Subsidiaries have received such revocation or been subject termination that would not reasonably be expected, individually or in the aggregate, to any written notice, charge, claim or assertion alleging any violations of Permits, nor be material to the knowledge of SellersFluids Entities or Fluids Business, has any such written noticein each, charge, claim or assertion been threatened. The Permits listed in Section 4.17 of the Sellers Disclosure Schedule represent all of the governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations that are necessary to entitle the Target Companies and their Subsidiaries to own or lease, operate and use their assets in all material respects and to carry on and conduct the Target Business in all material respectscase taken as a whole.