Common use of Licenses, Permits and Compliance with Law Clause in Contracts

Licenses, Permits and Compliance with Law. Section 3.9 of the Disclosure Schedule sets forth a true and complete list of each franchise, license, permit, authorization, consent, Orders and approval of, or registration, declaration or filing with, any Governmental Authority (collectively, "Permits") issued or granted to the Company that is material to the conduct of the Business under all applicable Laws. Except as set forth in Section 3.9(a) of the Disclosure Schedule, each such Permit is valid and in full force and effect and (a) the Company has complied in all material respects with the terms and conditions of such Permit and is not in material default and no condition exists that with notice or lapse of time or both would constitute a material default thereunder and (b) no such Permit will be subject to suspension, material modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. To the knowledge of Sellers, the Company has all material Permits necessary for the conduct of the Business as presently conducted. All such Permits which are held in the name of a Seller, any employee, officer, director, shareholder, agent or otherwise on behalf of the Company shall be deemed included under this Section 3.9. The Company is, and has been since January 1, 1998, and the Business is, and has been since January 1, 1998, conducted in compliance in all material respects with all Laws applicable to it or the conduct or operation of the Business or the ownership or use of its assets. There are no proceedings pending or, to the knowledge of the Sellers, threatened, that would reasonably be likely to result in the revocation, cancellation or suspension of any such material Permits by any Governmental Authority. No investigation or review by any Governmental Authority with respect to the Company or any of its respective business, facilities, operations, or agreements that could be reasonably expected to result in a Material Adverse Effect is pending or, to the knowledge of the Sellers, threatened, nor, to the knowledge of the Sellers, has any Governmental Authority indicated an intention to conduct the same.

Licenses, Permits and Compliance with Law. Section 3.9 The Companies and the Subsidiaries have all authorizations, approvals, licenses, permits, and orders of the Disclosure Schedule sets forth a true and complete list of each franchise, license, permit, authorization, consent, Orders and approval of, or registration, declaration or filing with, any from all Governmental Authority Entities (collectively, "“Permits"”) issued or granted necessary to carry on the Business as it is currently being conducted and to own, lease, and operate their respective properties, except where the failure to have such Permits would not have a Material Adverse Effect. The Companies and the Subsidiaries are, and to the Company that knowledge of the Sellers have been for the past three (3) years, in compliance with all applicable laws, regulations, and administrative orders of any country, state, province, or municipality or of any subdivision thereof to which it is material subject except where failure to comply with such laws, regulations and administrative orders would not, individually or in the aggregate, require payment by or a Loss to the conduct Companies or Subsidiaries of more than $50,000. The Companies and Subsidiaries are, and to the knowledge of the Business under Sellers have been for the past three (3) years, in substantial compliance with the terms and conditions of such Permits and have not received any written (or, to the Sellers’ knowledge, oral) notices that they are in violation of any of the terms or conditions of such Permits. The Companies and Subsidiaries have taken all applicable Lawsreasonable action to maintain such Permits. No loss or expiration of any such Permits is pending, reasonably foreseeable, or, to the Sellers’ knowledge, threatened other than expiration in accordance with the terms thereof. Except as set forth in Section 3.9(a) 3.10 of the Disclosure Schedule, each such Permit is valid the Permits owned or used by the Companies and in full force and effect and (a) Subsidiaries immediately prior to the Company has complied in all material respects with the Closing hereunder will be available for use on identical terms and conditions immediately subsequent to the Closing hereunder. No order has been made or petition presented or resolution passed for the appointment of such Permit and an administrator or receiver or liquidator in relation to any U.K. Entity (as defined in Section 5.5), or for its winding up, nor has any distress, execution or other process been levied against any U.K. Entity. Each U.K. Entity is not in material default and no condition exists that with notice or lapse able to pay its debts as they fall due within the meaning of time or both would constitute a material default thereunder and (bsection 123(i) no such Permit will be subject to suspension, material modification, revocation or nonrenewal as a result Insolvency Xxx 0000. No voluntary arrangement under section 1 of the execution and delivery Insolvency Xxx 0000 or composition in satisfaction of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. To the knowledge of Sellers, the Company has all material Permits necessary for the conduct of the Business as presently conducted. All such Permits which are held in the name debts of a Seller, any employee, officer, director, shareholder, agent or otherwise on behalf of the Company shall be deemed included under this Section 3.9. The Company is, and U.K. Entity has been since January 1, 1998, and the Business is, and has been since January 1, 1998, conducted in compliance in all material respects with all Laws applicable to it or the conduct or operation of the Business or the ownership or use of its assets. There are no proceedings pending or, to the knowledge of the Sellers, threatened, that would reasonably be likely to result in the revocation, cancellation or suspension of any such material Permits by any Governmental Authority. No investigation or review by any Governmental Authority with respect to the Company or any of its respective business, facilities, operations, or agreements that could be reasonably expected to result in a Material Adverse Effect is pending or, to the knowledge of the Sellers, threatened, nor, to the knowledge of the Sellers, has any Governmental Authority indicated an intention to conduct the sameproposed.

Licenses, Permits and Compliance with Law. Section 3.9 (a) The Oxxxxx Entities have all authorizations, approvals, franchises, licenses, permits, consents, and Orders of and from all Governmental Authorities necessary to carry on the business of the Disclosure Schedule sets forth a true Oxxxxx Entities as currently conducted and complete list of each franchise, license, permit, authorization, consent, Orders and approval of, or registration, declaration or filing with, any Governmental Authority as conducted within the six (6) months prior to the date hereof (other than the business related to the Appraise Product) (the "Business") in all material respects as it is currently being conducted (collectively, the "PermitsLicenses") issued or granted to the Company that is material to the conduct ). A complete and correct list of the Business under all applicable LawsLicenses is set forth on Schedule 3.10(a) hereto. Except as set forth in Section 3.9(a) on Schedule 3.10(a), each of the Disclosure Schedule, each such Permit Oxxxxx Entities is valid and in full force and effect and (a) the Company has complied in all material respects with the terms and conditions of such Permit and is not in material default and no condition exists that with notice or lapse of time or both would constitute a material default thereunder and (b) no such Permit will be subject to suspension, material modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. To the knowledge of Sellers, the Company has all material Permits necessary for the conduct of the Business as presently conducted. All such Permits which are held in the name of a Seller, any employee, officer, director, shareholder, agent or otherwise on behalf of the Company shall be deemed included under this Section 3.9. The Company is, and has been since January 1, 1998, and the Business is, and has been since January 1, 1998, conducted in compliance in all material respects with all Licenses and all applicable Laws applicable and Orders to which it or any of its properties or assets is subject. None of the ChoicePoint Entities or the Oxxxxx Entities has received any notice of any alleged violation of any of such Licenses, Laws or Orders. (b) Except as set forth on Schedule 3.10(b), (i) neither the conduct of the Business nor the condition or use of any real property owned or leased by the Oxxxxx Entities violates any applicable Environmental Law (as hereinafter defined); (ii) to the knowledge of ChoicePoint, none of the Oxxxxx Entities has stored or used any pollutants, contaminants or hazardous or toxic wastes, substances or materials in violation of any Environmental Law on or at any real property owned or leased by it (or any predecessor thereof); (iii) no ChoicePoint Entity or Oxxxxx Entity has received any notice from any Governmental Authority advising it that the condition any real property owned or leased by any Oxxxxx Entity or the operation of the Business is in violation of any Environmental Law or any applicable Environmental Permit (as hereinafter defined) or that any Oxxxxx Entity is responsible (or potentially responsible) for the ownership cleanup of any pollutants, contaminants or use hazardous or toxic wastes, substances or materials at, on or beneath any real property owned or leased by any Oxxxxx Entity (or any predecessor thereof) or at, on or beneath any land adjacent thereto; (iv) none of its assets. There are no the Oxxxxx Entities is the subject of any governmental or private litigation or proceedings pending or, involving a demand for damages or other potential liability pursuant to any Environmental Laws or Common Law Environmental Principles (as hereinafter defined); (v) to the knowledge of ChoicePoint, none of the SellersOxxxxx Entities have at any time buried, threateneddumped, disposed, spilled or released any pollutants, contaminants or hazardous or toxic wastes, substances or materials on, beneath or about any real property owned or leased by it in violation of Environmental Laws; and (vi) to the knowledge of ChoicePoint, there is no condition or circumstance at, on or beneath any real property currently or previously owned or leased by any Oxxxxx Entity (or any predecessor thereof), or at, on or beneath any property at which wastes of any Oxxxxx Entity have been deposited or disposed by or at the behest or direction of the any Oxxxxx Entity (or any predecessor thereof) that would (x) requires abatement or correction by any Oxxxxx Entity under any Environmental Law or Common Law Environmental Principle or (y) could reasonably be likely expected to result in the revocation, cancellation give rise to any civil or suspension criminal liability of any such material Oxxxxx Entity under any Environmental Law or Common Law Environmental Principle. The Oxxxxx Entities have timely filed all reports and obtained and complied in all respects with all Environmental Permits required to be filed or obtained by any Governmental Authority. No investigation or review by any Governmental Authority them under applicable Environmental Laws with respect to the Company real property owned or used by them and the operation of the Business, and each of the Oxxxxx Entities has generated and maintained all data, documentation and records required to be generated or maintained by it under any applicable Environmental Laws with respect thereto. As used herein, (A) "Common Law Environmental Principles" means any principles of common law under which a Person may be held liable for the release or discharge of any pollutants, contaminants or hazardous or toxic wastes, substances or materials into the environment, (B) "Environmental Law" shall mean any Law or Order which relates to or otherwise imposes liability or standards of conduct concerning discharges or releases of any pollutants, contaminants or hazardous or toxic wastes, substances or materials into ambient air, water or land, or otherwise relating to the manufacture, processing, generation, distribution, use, treatment, storage, disposal, cleanup, transport or handling of pollutants, contaminants or hazardous or toxic wastes, substances or materials and (C) "Environmental Permit" shall mean any Licenses required by or pursuant to any applicable Environmental Law. (c) None of the Oxxxxx Entities nor any officer, director, employee or agent thereof, nor any other Person acting on behalf thereof, acting alone or together, has (i) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of its respective businesstheir nature or type, facilitiesfrom any customer, operationsgovernmental employee or other Person with whom any Oxxxxx Entity has done business directly or indirectly or (ii) directly or indirectly, given or agreements that agreed to give, in violation of Law, any gift or similar benefit to any customer, governmental employee or other Person who is or may be in a position to help or hinder the Business (or assist any Oxxxxx Entity with any actual or proposed transaction) which, under current Law, in the case of either clause (i) or clause (ii) above, could reasonably be reasonably expected to result subject any Oxxxxx Entity to any damage or penalty in a Material Adverse Effect is pending orany civil, to the knowledge of the Sellers, threatened, nor, to the knowledge of the Sellers, has any Governmental Authority indicated an intention to conduct the samecriminal or governmental litigation or proceeding.

Licenses, Permits and Compliance with Law. Section 3.9 (a) Sellers have all Licenses necessary to carry on the Business as currently conducted and as conducted within the six (6) months prior to the Closing Date. A complete and correct list of the Disclosure Licenses is set forth on Schedule sets forth a true and complete list of each franchise, license, permit, authorization, consent, Orders and approval of, or registration, declaration or filing with, any Governmental Authority (collectively, "Permits"3.12(a) issued or granted to the Company that is material to the conduct of the Business under all applicable Lawshereto. Except as set forth in Section 3.9(a) of the Disclosure Scheduleon Schedule 3.12(a), each such Permit is valid Sellers are and in full force and effect and (a) the Company has complied in have been at all material respects with the terms and conditions of such Permit and is not in material default and no condition exists that with notice or lapse of time or both would constitute a material default thereunder and (b) no such Permit will be subject to suspension, material modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. To the knowledge of Sellers, the Company has all material Permits necessary for the conduct of the Business as presently conducted. All such Permits which are held in the name of a Seller, any employee, officer, director, shareholder, agent or otherwise on behalf of the Company shall be deemed included under this Section 3.9. The Company is, and has been since January 1, 1998, and the Business is, and has been since January 1, 1998, conducted times in compliance in all material respects with all Licenses and all applicable Laws applicable and Orders to it which they or the conduct any of their properties or operation assets is subject. No Seller has received any notice of the Business any alleged violation of any of such Licenses, Laws, or the ownership or use of its assetsOrders which remains outstanding and uncured. There are is no proceedings pending orpending, or to the knowledge Knowledge of the Sellers, threatened, that would reasonably be likely to result in the revocation, cancellation cancellation, suspension, limitation, amendment, modification, restriction or suspension nonrenewal of any such material Permits License held by any Governmental Authority. No investigation or review by any Governmental Authority with respect to the Company or any of its respective business, facilities, operations, or agreements that could be reasonably expected to result in a Material Adverse Effect Sellers and there is no Action which is pending or, to the knowledge Knowledge of the Sellers, threatenedthreatened that would be likely to lead to the revocation, norcancellation, suspension, limitation, amendment, modification, restriction, or non-renewal of any such License. No Seller is operating under any formal or informal agreement or understanding with any Governmental Authority which restricts its ability to do business or requires any of them to take, or refrain from taking, any action otherwise permitted by applicable Law. DB03/0502991.0020/10136186.1 WP01 (b) Sellers have made available to Buyer prior to the date of this Agreement true and complete copies of (i) all material surveys, reports, notices, inquiries, subpoenas and other correspondence related to any certification, licensure or inspections, and summaries of all proficiency test results relating to the Business for the period from January 1, 2011 through the date hereof; and (ii) all material written inquiries, notices, requests for records, subpoenas and correspondence received by Sellers related to any audit or investigation relating to the Business for the period from January 1, 2012 through the date hereof. (c) Except as set forth on Schedule 3.12(a), to the knowledge actual Knowledge of the Sellers, has Sellers have not received written notice from any Governmental Authority indicated an intention to conduct that any Restaurant is in violation of the sameAmerican Disabilities Act of 1990, as amended.