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

Licenses, Permits and Governmental Approvals. Schedule 3.14 ------------- sets forth a true and complete list of all material Permits issued or granted to the Company (the "Company Permits"), and all pending applications therefor. Such list contains a summary description of each such item and, where applicable, specifies the date issued, granted or applied for, the expiration date and the current status thereof. Except as set forth in Schedule 3.14, each Company Permit has been duly obtained, is valid and in full force and effect, and is not subject to any pending or threatened administrative or judicial proceeding to revoke, cancel or declare such Company Permit invalid in any respect. The Company Permits 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 any of the Company for any Company Permit ever been denied. The Company Permits are sufficient and adequate in all material respects to permit the continued lawful conduct of the Company's business in the manner now conducted, and none of the operations of the Company are being conducted in a manner that violates any of the terms or conditions under which any Company Permit was granted, except for such Company Permits the absence of which would not have a Company Material Adverse Effect or any non-compliance which will not have a Company Material Adverse Effect. Except as set forth in Schedule 3.14, no ------------- such Company Permit will in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by the Transaction Documents.

Licenses, Permits and Governmental Approvals. (a) Section 3.15(a) of the Disclosure Schedule 3.14 ------------- sets forth a true and complete list of all material Permits licenses (excluding motor vehicle registrations), permits, franchises, authorizations and approvals issued or granted to the 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 "License", and, collectively, the "Company PermitsLicenses"), and all pending applications therefor. Such list contains a summary description of each such item and, where applicable, specifies the date issued, granted or applied for, the expiration date and the current status thereof. Except as set forth in Schedule 3.14Section 3.15(a) of the Disclosure Schedule, each Company Permit License has been issued to, and duly obtainedobtained and fully paid for by, the Company and is valid and valid, in full force and effect, and is not subject to any pending or threatened administrative or judicial proceeding to suspend, revoke, cancel or declare such Company Permit License invalid in any respect. . (b) The Company Permits have never been suspendedhas all Licenses required, 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 any of the Company for any Company Permit ever been denied. The Company Permits and such Licenses are sufficient and adequate in all material respects respects, to permit the continued lawful conduct of the Company's business Business in the manner now conductedconducted and the occupancy and operation of the Company Facility for its present use. Except as set forth in Section 3.15(b) of the Disclosure Schedule: (i) the Company is not in violation of any of the Licenses except for such violations which would not have a material adverse affect on the assets, and properties, business, operations, prospects, net income or financial condition of the Company, taken as a whole; (ii) to the best knowledge of the Shareholders, none of the Company's operations of the Company are being conducted in a manner that violates in any material respect any of the terms or conditions under which any Company Permit License was granted, except for such Company Permits the absence of which would not have a Company Material Adverse Effect or any non-compliance which will not have a Company Material Adverse Effect. Except as set forth in Schedule 3.14, ; and (iii) no ------------- such Company Permit License will in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by the Transaction Documentsthis Agreement.

Licenses, Permits and Governmental Approvals. Schedule SCHEDULE 3.14 ------------- sets forth a true and complete list of all material Permits issued or granted to the Company (the "Company PermitsCOMPANY PERMITS"), and all pending applications therefor. Such list contains a summary description of each such item and, where applicable, specifies the date issued, granted or applied for, the expiration date and the current status thereof. Except as set forth in Schedule 3.14, each Company Permit has been duly obtained, is valid and in full force and effect, and is not subject to any pending or threatened administrative or judicial proceeding to revoke, cancel or declare such Company Permit invalid in any respect. The Company Permits 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 any of the Company for any Company Permit ever been denied. The Company Permits are sufficient and adequate in all material respects to permit the continued lawful conduct of the Company's business in the manner now conducted, and none of the operations of the Company are being conducted in a manner that violates any of the terms or conditions under which any Company Permit was granted, except for such Company Permits the absence of which would not have a Company Material Adverse Effect or any non-compliance which will not have a Company Material Adverse Effect. Except as set forth in Schedule SCHEDULE 3.14, no ------------- such Company Permit will in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by the Transaction Documents.

Licenses, Permits and Governmental Approvals. Schedule 3.14 ------------- 4.9 sets forth a true and complete list of all material Permits licenses, permits, franchises, authorizations, registrations and approvals issued or granted to the Company Seller with respect to the Purchased Property by the Government, 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 (the "Company “Permits"”), and all pending applications therefor. Such list contains a summary description of each such item and, where applicable, specifies the date issued, granted or applied for, the expiration date and the current status thereof. Except as set forth in Schedule 3.14, each Company Each Permit has been duly obtained, is valid and in full force and effect, and is not subject to any pending or threatened administrative or judicial proceeding to revoke, cancel or declare such Company Permit invalid in any respect, except where such revocation, cancellation or declaration would not be reasonably likely to have a Material Adverse Effect. The Company Permits 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 any of the Company for any Company Permit ever been denied. The Company Permits are sufficient and adequate in all material respects to permit the continued lawful conduct of the Company's business Business in the manner now conducted, and none of the operations of the Company Business are being conducted in a manner that violates any of the terms or conditions under which any Company Permit was granted, except for to the extent such Company Permits the absence of which violation would not be reasonably likely to have a Company Material Adverse Effect or any non-compliance which will not have a Company Material Adverse Effect. Except as set forth in Schedule 3.144.9, no ------------- such Company Permit will in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by the Transaction Documents.