Common use of Licenses, Permits and Governmental Approvals Clause in Contracts

Licenses, Permits and Governmental Approvals. (a) Section 4.10 of the Disclosure Schedule sets forth a true and complete list of all material licenses of the Parent (including, but not limited to, any environmental licenses, permits, registrations or authorizations), health or other permits, franchises, authorizations and approvals issued or granted to the Parent by the United States, any state or local government, any foreign national or local government, or any department, agency, board, commission, bureau or instrumentality of any of the foregoing (each a "Parent License" and, collectively, the "Parent Licenses"), and all pending applications therefor. Each Parent License has been issued to, and duly obtained and fully paid for by, the Parent and is valid, in full force and effect, and not subject to any pending or known threatened administrative or judicial proceeding to suspend, revoke, cancel or declare such Parent License invalid in any respect. (b) The Parent has all Parent Licenses required, and such Parent Licenses are sufficient and adequate in all respects, to permit the continued lawful conduct of the Parent's business in the manner now conducted and the ownership, occupancy and operation of its real and personal property for their present uses. The Parent is not in violation of any of the Parent Licenses in any material respect. The Parent Licenses have never been suspended, revoked or otherwise terminated, subject to any fine or penalty, or subject to judicial or administrative review, for any reason other than the renewal or expiration thereof nor has any application of the Parent for any Parent License ever been denied. The Parent's operations are not being conducted in a manner that violate any of the terms or conditions under which any Parent License was granted. Except as disclosed in Section 4.10 of the Disclosure Schedule, no Parent License will in any way be materially and adversely affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. Dubbell has delivered to the Buyer or its representatives true and complete copies of all Parent Licenses together with all amendments and modifications thereto.

Licenses, Permits and Governmental Approvals. (a) Section 4.10 3.14 of the Disclosure Schedule sets forth a true and complete list of all material licenses of the Parent Company (including, but not limited to, any environmental licenses, permits, registrations or authorizations), health or other permits, franchises, authorizations and approvals issued or granted to the Parent Company by the United States, any state or local government, any foreign national or local government, or any department, agency, board, commission, bureau or instrumentality of any of the foregoing (each a "Parent License" and, collectively, the "Parent Licenses"), and all pending applications therefor. Each Parent License has been issued to, and duly obtained and fully paid for by, the Parent Company and is valid, in full force and effect, and not subject to any pending or known threatened administrative or judicial proceeding to suspend, revoke, cancel or declare such Parent License invalid in any respect. (b) The Parent Company has all Parent Licenses required, and such Parent Licenses are sufficient and adequate in all material respects, to permit the continued lawful conduct of the ParentCompany's business in the manner now conducted and the ownership, occupancy and operation of its real and personal property for their present uses. The Parent Company is not in violation of any of the Parent Licenses in any material respect. The Parent Licenses have never been suspended, revoked or otherwise terminated, subject to any fine or penalty, or subject to judicial or administrative review, for any reason other than the renewal or expiration thereof nor has any application of the Parent Company for any Parent License ever been denied. The ParentCompany's operations are not being conducted in a manner that violate violates any of the material terms or conditions under which any Parent License was granted. Except as disclosed in Section 4.10 3.14 of the Disclosure Schedule, to the best of Sellers' knowledge, no Parent License will in any way be materially and or adversely affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. Dubbell has The Sellers have delivered to the Buyer or its representatives true and complete copies of all Parent Licenses together with all amendments and modifications thereto.

Licenses, Permits and Governmental Approvals. (a) Section 4.10 SECTION 4.13(a) of the Disclosure Schedule SCHEDULE OF EXCEPTIONS sets forth a true and complete list of all material licenses of the Parent (including, but not limited to, any environmental licenses, permits, registrations or authorizations), health or other permitscertificates, franchises, authorizations and approvals issued or granted to Seller in connection with the Parent Business by the United States, any state or local government, telecommunications regulatory authority, any foreign national or local government, or any department, agency, board, commission, bureau or instrumentality of any of the foregoing (each a "Parent LicenseLICENSE" and, collectively, the "Parent LicensesLICENSES"), and all pending applications therefor. Each Parent Except as set forth in SECTION 4.13(b) of the SCHEDULE OF EXCEPTIONS, each License has been issued to, and duly obtained and fully paid for by, the Parent Seller and is valid, in full force and effect, and to Seller's knowledge, not subject to any pending or known threatened administrative or judicial proceeding to suspend, revoke, cancel or declare such Parent License invalid in any respect. (b) The Parent Seller has all Parent Licenses required, and such Parent Licenses are sufficient and adequate in all material respects, to permit the continued lawful conduct of the Parent's business Business in the manner now conducted and the ownership, occupancy and operation of its real and personal property for their present uses. The Parent Seller is not in violation in any material respect of any of the Parent Licenses Licenses. Except as disclosed in any material respect. The Parent SECTION 4.13(b) of the SCHEDULE OF EXCEPTIONS, the Licenses have never been suspended, revoked or otherwise terminated, subject to any fine or penalty, or subject to judicial or administrative review, for any reason other than the renewal or expiration thereof nor has any application of the Parent for any Parent License ever been deniedthereof. The Parent's operations are not being conducted in a manner that violate any of the terms or conditions under which any Parent License was granted. Except as disclosed in Section 4.10 of the Disclosure Schedule, no Parent License will in any way be materially and adversely affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. Dubbell Seller has delivered to the Buyer or its representatives true and complete copies of all Parent the Licenses together with all amendments and modifications thereto.

Licenses, Permits and Governmental Approvals. (a) Section 4.10 3.16 of the Disclosure Schedule sets forth a true and complete list of all material licenses of the Parent (including, but not limited to, any environmental licenses, permits, registrations or authorizations), health or other permits, franchises, authorizations and approvals issued or granted to GMA by the Parent by Government of the United States, any state or local government, any foreign national or local government, or any department, agency, board, commission, bureau or instrumentality of any of the foregoing (each a "Parent License" and, collectively, the "Parent LicensesLicenses and Permits"), and all pending applications therefor. Such list specifies the date issued, granted or applied for, the expiration date and the current status thereof. Each Parent License and Permit has been issued toduly obtained, is valid and duly obtained and fully paid for by, the Parent and is valid, in full force and effect, and and, to the Shareholder's knowledge, is not subject to any pending or known threatened administrative or judicial proceeding to suspend, revoke, cancel cancel, suspend or declare such Parent License and Permit invalid in any respect. (b) . The Parent has all Parent Licenses required, and such Parent Licenses Permits are sufficient and adequate in all respects, respects to permit the continued lawful conduct of the ParentGMA's business in the manner now conducted and the ownershipas has been proposed by GMA to be conducted, occupancy and operation of its real and personal property for their present uses. The Parent is not in violation of any none of the Parent Licenses in any material respect. The Parent Licenses have never been suspended, revoked or otherwise terminated, subject to any fine or penalty, or subject to judicial or administrative review, for any reason other than the renewal or expiration thereof nor has any application operations of the Parent for any Parent License ever been denied. The ParentGMA's operations business are not being conducted in a manner that violate violates any of the terms or conditions under which any Parent License and Permit was granted. Except as disclosed set forth in Section 4.10 3.16 of the Disclosure Schedule, no Parent such License and Permit will in any way be materially and adversely affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. Dubbell . (b) To the knowledge of the Shareholder after due inquiry, no physician employed by or acting as an independent contractor for GMA ever has delivered (i) had his/her license to practice medicine in any jurisdiction denied, surrendered, limited, suspended, revoked or subject to probationary conditions or is subject to any pending proceedings regarding any of the Buyer foregoing, (ii) had his/her Federal or its representatives true and complete copies State Drug Enforcement Agency controlled substance authorization denied, revoked, suspended, reduced or not renewed or has been subject to institution of, or is subject to any pending proceedings regarding any of all Parent Licenses together with all amendments and modifications theretothe foregoing, (iii) had his/her membership in any local, state or national medical professional society or organization revoked, suspended or not renewed or is subject to any pending proceedings regarding any of the foregoing, (iv) received treatment for alcoholism, drug abuse, sexual misconduct or psychiatric disorders, or (v) advised GMA (each such physician having been asked by GMA regarding such matters) that he/she has been the subject of administrative sanctions or been suspended from or lost eligibility for participating in Medicare, Medicaid or other governmental or non-governmental medical insurance programs or is subject to any pending proceedings regarding any of the foregoing.

Licenses, Permits and Governmental Approvals. (a) Section 4.10 Schedule 4.15(a) of the Disclosure Schedule of Exceptions sets forth a true and complete list of all material licenses of the Parent (including, but not limited to, any environmental licenses, permits, registrations or authorizations), health or other permitscertificates, franchises, authorizations and approvals issued or granted to Sellers in connection with the Parent Business by the United States, any state or local government, any foreign national or local governmentgovernment regulatory authority, or any department, agency, board, commission, bureau or instrumentality of any of the foregoing (each a "Parent “License" ” and, collectively, the "Parent “Licenses"”), and all pending applications therefortherefore. Each Parent Except as set forth in Schedule 4.15(a) of the Schedule of Exceptions, each License has been issued to, and duly obtained and fully paid for by, the Parent Sellers and is valid, in full force and effect, and to Sellers’ knowledge, not subject to any pending or known threatened administrative or judicial proceeding to suspend, revoke, cancel or declare such Parent License invalid in any respect. (b) The Parent has Sellers have all Parent Licenses required, and such Parent Licenses are sufficient and adequate in all material respects, to permit the continued lawful conduct of the Parent's business Business in the manner now conducted and the ownership, occupancy and operation of its real and personal property for their present uses. The Parent is Sellers are not in violation in any material respect of any of the Parent Licenses Licenses. Except as disclosed in any material respect. The Parent Schedule 4.15(b) of the Schedule of Exceptions, the Licenses have never been suspended, revoked or otherwise terminated, subject to any fine or penalty, or subject to judicial or administrative review, for any reason other than the renewal or expiration thereof nor has any application of the Parent for any Parent License ever been deniedthereof. The Parent's operations are not being conducted in a manner that violate any of the terms or conditions under which any Parent License was granted. Except as disclosed in Section 4.10 of the Disclosure Schedule, no Parent License will in any way be materially and adversely affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. Dubbell has Sellers have delivered to the Buyer or its representatives true and complete copies of all Parent the Licenses together with all amendments and modifications thereto.

Licenses, Permits and Governmental Approvals. (a) Except as set forth in Section 4.10 2.14(a) of the Seller Disclosure Schedule sets forth a true and complete list of all material licenses except for Licenses that are not individually or in the aggregate, material, each of the Parent Company and its Subsidiaries has all licenses (including, but not limited to, any environmental licenses, permits, registrations or authorizations), health or other permits, franchises, authorizations and approvals issued or granted to the Parent by from the United States, any state or local government, any foreign national or local government, or any department, agency, board, commission, bureau or instrumentality of any of the foregoing (each a "Parent LicenseLICENSE" and, collectively, the "Parent LicensesLICENSES")) as are required, and all pending applications thereforsuch licenses are sufficient to permit the continued lawful conduct of its business in the manner now conducted and the ownership, occupancy and operation of its real property for its present uses. Each Parent material License has been issued to, and duly obtained and fully paid for by, the Parent holder thereof and is valid, in full force and effect, and not subject to any pending or known threatened administrative or judicial proceeding to suspend, revoke, cancel or declare such Parent License invalid in any respect. (b) The Parent has all Parent Licenses required, and such Parent Licenses are sufficient and adequate Except as set forth in all respects, to permit the continued lawful conduct Section 2.14(b) of the Parent's business in Seller Disclosure Schedule, neither the manner now conducted and the ownership, occupancy and operation of its real and personal property for their present uses. The Parent Company nor any Subsidiary is not in violation of any of the Parent Licenses in any material respectLicenses. The Parent Licenses have never been suspended, revoked or otherwise terminated, subject to any fine or penalty, or subject to judicial or administrative review, for any reason other than the renewal or expiration thereof nor has any application of the Parent Company for any Parent License ever been denied. The Parent's operations of the Company and each of its Subsidiaries are not being conducted in a manner that violate violates in any material respect any of the terms or conditions under which any Parent License was granted. Except as disclosed in Section 4.10 of the Disclosure Schedule, no Parent License will in any way be materially and adversely affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. Dubbell has delivered to the Buyer or its representatives true and complete copies of all Parent Licenses together with all amendments and modifications thereto.