Common use of Permits and Authorizations Clause in Contracts

Permits and Authorizations. (a) Schedule 2.9 lists each material consent, license, permit, grant or other authorization of any Governmental Entity held by Company or pursuant to which Seller or Company conducts the Company’s business or owns, leases or operates its assets (herein collectively called “Authorizations”). All Authorizations are in full force and effect and constitute all material authorizations of any Governmental Entity required to permit Seller or Company to own or operate the assets of Company and to permit Merger Sub to conduct the business of Company following the Closing Date as such assets and business are presently operated and conducted. The consummation of the transactions contemplated by this Agreement will not require any transfer, renewal or notice with respect to any Authorizations except as shown on Schedule 2.9. There are no proposed or pending applications for Authorizations, applications for variances from compliance with Authorizations, or postponement of the dates for compliance with Authorizations. (b) Schedule 2.9 identifies all Authorizations which materially restrict the present operation of Company, which limits the term of possession or operation of any material assets of Company or which pertain to environmental discharge. (c) Except as shown on Schedule 2.9, neither Seller nor Company has been notified or presently has reason to believe any of the Authorizations will not in the ordinary course be renewed upon its expiration. (d) Except as shown on Schedule 2.9, Company has not received in writing, or to the Knowledge of Seller, otherwise, any claim or assertion that it has breached any of the terms or conditions of any Authorization in such manner (i) as would permit any other Person to cancel, terminate or materially amend any Authorization necessary to permit the continued operation of Company as presently conducted; or (ii) that is reasonably likely to result in a penalty or fee of more than $5,000. (e) There is no action, proceeding or investigation pending or, to the Seller’s Knowledge, threatened regarding suspension or cancellation of any Authorization, except where the failure to possess, or the suspension or cancellation of, such Authorization would not have a Material Adverse Effect on Company’s business.

Permits and Authorizations. (a) Schedule 2.9 lists each material consent, license, permit, grant or other authorization of any a Governmental Entity held by the Company or its Subsidiaries or pursuant to which Seller the Company or Company its Subsidiaries (A) conducts the Company’s business Business or owns(B) holds any assets, leases the loss of any of which would have a Material and Adverse Effect on the Business (such authorizations set forth or operates its assets (herein collectively called required to be set forth on Schedule 2.9, the “Authorizations”). All Authorizations are in full force and effect and constitute all material authorizations of any Governmental Entity required are sufficient to permit Seller or the Company and its Subsidiaries to own or operate conduct the assets of Company Business and to permit Merger Sub Purchaser to conduct the business of Company Business following the Closing Date as such assets and business are the Business is presently operated and conducted. The consummation of the transactions contemplated by this Agreement will not require any transfer, renewal renewal, consent, amendment or notice with respect to any Authorizations except as shown on Authorizations. Schedule 2.9. There are no 2.9 also discloses all proposed or pending applications for Authorizations, the expiration date of all Authorizations having an expiration or required renewal date, and all applications for variances from compliance with Authorizationscompliance, or postponement of the dates for compliance with Authorizationsany Laws affecting the Company or any of its Subsidiaries. (b) Schedule 2.9 identifies all There are no Authorizations which materially restrict the present operation output of Companythe Business, which limits limit the term of possession or operation of any material assets of Company the Company, or which pertain to environmental discharge. (c) Except as shown on Schedule 2.9, neither Neither the Company nor any Subsidiary nor any Seller nor Company has been notified or presently has reason in writing or, to believe the Company’s Knowledge, otherwise, that any of the Authorizations will not in the ordinary course be renewed upon its expiration. (d) Except as shown on Schedule 2.9, Neither the Company nor any Subsidiary nor any Seller has not received in writing, or to the Company’s Knowledge of Seller, otherwise, any claim or assertion that it there has breached been a breach of any of the terms or conditions of any Authorization Authorizations in such manner (i) as would permit any other Person to cancel, terminate or materially amend any Authorization necessary to permit the continued operation of Company the Business as presently conducted; conducted or (ii) that is reasonably likely to result in a penalty or fee of more than $5,000fee. (e) There is no action, proceeding or investigation pending or, to the Seller’s Knowledge, threatened regarding suspension or cancellation of any Authorization, except where the failure to possess, or the suspension or cancellation of, such Authorization would not have a Material Adverse Effect on Company’s business.

Permits and Authorizations. (a) Schedule SCHEDULE 2.9 lists each material consent, license, permit, grant or other authorization of any a Governmental Entity held by Company or pursuant to which Seller or either Company conducts the Company’s all or a material part of its business or owns, leases or operates holds any of its material assets (herein collectively called “"Authorizations”"). All Authorizations are in full force and effect and constitute all material authorizations of any Governmental Entity Authorizations required to permit Seller or Company the Companies to own or operate the their assets of Company and to permit Merger Sub to conduct the their business of Company following the Closing Date as such assets and business are presently operated and conducted. The consummation of the transactions contemplated by this Agreement will not require any transfer, renewal or notice with respect to any Authorizations except as shown on Schedule 2.9. There are no SCHEDULE 2.9 also discloses all proposed or pending applications for Authorizations, and all applications for variances from compliance with Authorizationscompliance, or postponement of the dates for compliance with Authorizationsany laws or regulations affecting either Company or its business. (b) Schedule SCHEDULE 2.9 identifies all Authorizations which materially restrict the present operation output of either Company, which limits limit the term of possession or operation of any material assets of Company either Company, or which pertain to environmental discharge. (c) Except as shown on Schedule SCHEDULE 2.9, neither Company nor any Seller nor Company has been notified or presently has reason to believe any of the Authorizations will not in the ordinary course be renewed upon its expiration. (d) Except as shown on Schedule SCHEDULE 2.9, neither Company has not received in writing, or to the Knowledge of Sellereither Company or Sellers, otherwise, any claim or assertion that it has breached any of the terms or conditions of any Authorization Authorizations in such manner (i) as would permit any other Person to cancel, terminate or materially amend any Authorization necessary to permit the continued operation of either Company as presently conducted; conducted or (ii) that any such breach or breaches singly or in the aggregate is reasonably likely to result in a penalty or fee of more than $5,000. (e) There is no action, proceeding or investigation pending or, to the Seller’s Knowledge, threatened regarding suspension or cancellation of any Authorization, except where the failure to possess, or the suspension or cancellation of, such Authorization would not have a Material Adverse Effect on Company’s businessEffect.

Permits and Authorizations. (a) Schedule 2.9 lists The Company and each of its Subsidiaries possesses all material Permits required to own or hold under lease and operate its assets and to conduct its business as currently conducted, all of which are listed in Section 3.16(a) of the Disclosure Letter, including (i) DOT certificates of public convenience and necessity for both (A) interstate charter air transportation of persons, property and mail and (B) foreign charter air transportation of persons, property and mail, as issued by DOT Order 2003-11-24; (ii) FAA Air Carrier’s Certificate No. Y2PA154Y; and (iii) an FAA-approved and compliant Drug & Alcohol testing program. All such Permits are in full force and effect, and the Company and its Subsidiaries have complied in all material respects with all terms and conditions thereof. Neither the Company nor any of its Subsidiaries has received written (or, to the Company’s Knowledge, oral) notice of any Legal Action relating to the revocation, violation, forfeiture or modification of any such Permits and, to the Company’s Knowledge, no such Legal Action is threatened, and no Legal Action has been taken or, to the Company’s Knowledge, threatened in connection with the expiration or renewal of such Permits which could reasonably be expected to materially adversely affect the ability of the Company and its Subsidiaries to own, operate, use or maintain any of their assets or properties or to conduct their businesses and operations as presently conducted. The Company and each of its Subsidiaries have at all times been in compliance in all material respects with all Permits held by it. No violations have occurred that remain uncured, unwaived or otherwise unresolved, or are occurring in respect of any such Permits, other than immaterial violations. To the Company’s Knowledge, (i) no circumstances exist that would prevent or delay the obtaining of any requisite consent, licenseapproval, permit, grant waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable Law may be obtained only after the Closing, and (ii) there exists no set of facts which would reasonably be expected to result in the recall, withdrawal or suspension of any registration, license or other Permit, approval or consent of any Governmental Entity held by with respect to the Company or pursuant any its Subsidiaries. There is not pending or, to which Seller or Company conducts the Company’s business Knowledge, threatened, any Legal Action, written (or ownsto the Company’s Knowledge, leases oral) notice of violation, order of forfeiture, or operates written (or to the Company’s Knowledge, oral) complaint or investigation against the Company or its assets Subsidiaries or their employees relating to any Permits, clearances, concessions, operating certificates and authorizations, takeoff and landing slots and other similar grants of rights or privileges held or required to be held by the Company or its Subsidiaries or their employees by or before the FAA, the National Transportation Safety Board, the DOT, the U.S. Transportation Security Administration or any other Governmental Entity. To the Company’s Knowledge, all Persons employed or engaged by the Company or any of its Subsidiaries which are required to hold Permits as a result of or in connection with their job functions with the Company or any of its Subsidiaries hold all such Permits, and the Company and its Subsidiaries have implemented commercially reasonable controls designed to provide reasonable assurance that all such Persons maintain such requisite Permits in full force and effect at all relevant times. (herein collectively called b) Section 3.16(b) of the Disclosure Letter sets forth a list of all material authorizations, consents, approvals, franchises, licenses and permits of Persons (other than Governmental Entities) that are required to be obtained by the Company or its Subsidiaries for the operation of their businesses as presently operated (the “Other Person Authorizations”). All of the Other Person Authorizations have been duly issued or obtained and are in full force and effect effect, and constitute the Company and its Subsidiaries are in compliance in all material authorizations respects with the terms of all the Other Person Authorizations. To the Company’s Knowledge, (i) there are no facts that would cause the Company or any Governmental Entity required of its Subsidiaries to permit Seller or Company to own or operate believe that the assets Other Person Authorizations will not be renewed by the appropriate Person in the ordinary course, and (ii) each of Company the Other Person Authorizations will continue in full force and to permit Merger Sub to conduct the business of Company effect following the Closing Date as such assets and business are presently operated and conducted. The consummation without (A) the occurrence of the transactions contemplated by this Agreement will not require any transferbreach, renewal default or notice with respect to any Authorizations except as shown on Schedule 2.9. There are no proposed or pending applications for Authorizations, applications for variances from compliance with Authorizationsforfeiture of rights thereunder, or postponement of (B) the dates for compliance with Authorizations. (b) Schedule 2.9 identifies all Authorizations which materially restrict the present operation of Companyconsent, which limits the term of possession approval or operation of any material assets of Company or which pertain to environmental discharge. (c) Except as shown on Schedule 2.9, neither Seller nor Company has been notified or presently has reason to believe any of the Authorizations will not in the ordinary course be renewed upon its expiration. (d) Except as shown on Schedule 2.9, Company has not received in writing, or to the Knowledge of Seller, otherwise, any claim or assertion that it has breached any of the terms or conditions of any Authorization in such manner (i) as would permit any other Person to cancel, terminate or materially amend any Authorization necessary to permit the continued operation of Company as presently conducted; or (ii) that is reasonably likely to result in a penalty or fee of more than $5,000. (e) There is no action, proceeding or investigation pending or, to the Seller’s Knowledge, threatened regarding suspension or cancellation of any Authorization, except where the failure to possessact of, or the suspension or cancellation ofmaking of any filings with, such Authorization would not have a Material Adverse Effect on Company’s businessany Person.

Permits and Authorizations. (a) Schedule 2.9 lists each All material consentconsents, licenselicenses, permitpermits, grant grants or other authorization authorizations of any a Governmental Entity held by Company or pursuant to which Seller or Company conducts any of its Affiliates conduct the Company’s business or owns, leases or operates its assets (Business are collectively referred to herein collectively called “as "Authorizations”)". All Authorizations are in full force and effect and constitute all material authorizations of any Governmental Entity Authorizations required to permit Seller or Company to own or operate the assets Division Assets and conduct the Business, except those Authorizations, the lack of Company which would not materially impair the ability of Purchaser and to permit Merger Sub its Affiliates to conduct the business of Company following Business in the same manner conducted by Seller and its Affiliates prior to the Closing Date Date. Except as such assets and business are presently operated and conducteddisclosed on Schedule 2.11(a), to Seller's Knowledge, the Authorizations may be transferred to Purchaser or one of its Affiliates on the Closing Date. The consummation of the transactions contemplated by this Agreement will not not, except as disclosed on Schedule 2.11(a), require any transfer, renewal or notice with respect to any Authorizations except as shown on Schedule 2.9. There are no proposed or pending applications for Authorizations, applications for variances from compliance with Authorizations, or postponement of the dates for compliance with Authorizations. (b) Except as set forth on Schedule 2.9 identifies all Authorizations which materially restrict 2.11(b), Seller has not been notified of, and is not presently aware of, any factual basis that would give it any reason to believe any Authorization will not in the present operation ordinary course of Companybusiness be renewed upon its expiration when such Authorization is transferred to Purchaser or one of its Affiliates, which limits or renewed in the term name of possession Purchaser or operation one of any material assets of Company or which pertain to environmental dischargeits Affiliates. (c) Except as shown set forth on Schedule 2.92.11(c), neither Seller nor Company has been notified or presently has reason to believe any of the Authorizations will not in the ordinary course be renewed upon its expiration. (d) Except as shown on Schedule 2.9, Company has not received in writingwriting or, or to the Knowledge of Seller's Knowledge, otherwise, any claim or assertion that it has breached any of the terms or conditions of any Authorization in such manner (i) as would permit any other Person to cancel, terminate or materially amend any Authorization necessary to permit the continued operation of Company the Division as presently conducted; conducted or the use of any material Division Asset or (ii) that is reasonably likely to result in a penalty or fee of more than $5,00050,000. (e) There is no action, proceeding or investigation pending or, to the Seller’s Knowledge, threatened regarding suspension or cancellation of any Authorization, except where the failure to possess, or the suspension or cancellation of, such Authorization would not have a Material Adverse Effect on Company’s business.

Permits and Authorizations. (a) Schedule SCHEDULE 2.9 lists each material consent, license, permit, grant or other authorization of any a Governmental Entity held by the Company or pursuant to which Seller or the Company conducts the Company’s its business or owns, leases or operates holds any of its assets (herein collectively called “"Authorizations”"). All such Authorizations are in full force and effect and constitute all material authorizations of any Governmental Entity Authorizations required to permit Seller or Company to own or operate the assets of Company and K.P. Properties, respectively, to permit Merger Sub to operate their assets and the Real Property and conduct the business of Company their respective businesses, in all material respects, following the Closing Date as such assets (including the property described on Schedule 2.7(c)) and business are presently operated and conducted. The consummation of the transactions contemplated by this Agreement will not require any transfer, renewal or notice with respect to any Authorizations except as shown on Schedule 2.9. There are no SCHEDULE 2.9 also discloses all proposed or pending applications for Authorizations, and all applications for variances from compliance with Authorizationscompliance, or postponement of the dates for compliance with Authorizationsany laws or regulations affecting the Company, its business or assets or the Real Property. (b) Schedule SCHEDULE 2.9 identifies all Authorizations which materially restrict the present operation output of the Company, which limits by their terms directly or indirectly limit the term of possession or operation of any material assets of the Company or the Real Property, or which pertain to environmental dischargematters. (c) Except as shown on Schedule SCHEDULE 2.9, neither Seller the Company nor Company Sellers have been given written notice or has been notified or presently has reason to believe knowledge that any of the Authorizations will not in the ordinary course be renewed upon its expiration. (d) Except as shown on Schedule SCHEDULE 2.9, Company no Seller has not received in writingany written, or to the Knowledge of Seller, otherwisethe Company and Sellers, any oral claim or assertion that it has have breached any of the terms or conditions of any Authorization Authorizations in such manner (i) as would permit any other Person to cancel, terminate or materially amend any Authorization necessary to permit the continued operation of the Company as presently conducted; conducted or (ii) that is reasonably likely reasonable to believe will result in a cost, penalty or fee of more than $5,00025,000. (e) There is no action, proceeding or investigation pending or, to the Seller’s Knowledge, threatened regarding suspension or cancellation of any Authorization, except where the failure to possess, or the suspension or cancellation of, such Authorization would not have a Material Adverse Effect on Company’s business.

Permits and Authorizations. (a) Schedule 2.9 lists each material consentCogility has obtained all security clearances, licenseconsents, permitlicenses, grant or permits, qualifications, grants and other authorization authorizations of any a Governmental Entity held by Company or pursuant to which Seller or Company conducts the Company’s business or owns, leases or operates its assets (herein collectively called “"Authorizations”)") pursuant to which Cogility conducts its business or holds any of its assets. All Authorizations are in full force and effect and constitute all material authorizations of any Governmental Entity Authorizations required to permit Seller or Company Cogility to own or operate the its assets of Company and to permit Merger Sub to conduct the its business of Company following the Closing Date as such assets and business are presently operated and conducted, except that Cogility may need to obtain security clearances for certain new directors and officers ofCogility, and except that Cogility will need to properly notify the U.S. Department of Defense ofCogility's new headquarters office location. The consummation of the transactions contemplated by this Agreement will not require any transfer, renewal or notice with respect to any Authorizations anAuthorizations except as shown on Schedule 2.9set forth in immediately preceding sentence. There are no proposed Notwithstanding the foregoing, Buyer understands and acknowledges, that U.S. Department of Defense rules and regulations regarding security clearances, records, facilities and other matters must be complied with, such as (by way of example and not by way of limitation) the requirement that Cogility's Chairman or pending applications for Authorizations, applications for variances from compliance with Authorizations, or postponement of the dates for compliance with AuthorizationsChief Executive Officer have security clearances. (b) Schedule 2.9 identifies all Authorizations which materially restrict the present operation of Company, which limits the term of possession or operation of any material assets of Company or which pertain to environmental discharge. (c) Except as shown on Schedule 2.9, neither Neither Cogility nor Seller nor Company has been notified or presently has reason to believe any of the Authorizations will not in the ordinary course be renewed upon its respective expiration. (dc) Except as shown on Schedule 2.9, Company Cogility has not received in writing, or to the Knowledge knowledge of Cogility or Seller, otherwiseotherwise received or been notified of, any claim or assertion that it has breached any of the terms or conditions of any Authorization in such manner (i) as would permit any other Person person or entity to cancel, terminate or materially amend any Authorization necessary to permit the continued operation of Company Cogility as presently conducted; or (ii) that is reasonably likely to result in a penalty or fee of more than $5,000. (e) There is no action, proceeding or investigation pending or, to the Seller’s Knowledge, threatened regarding suspension or cancellation of any Authorization, except where the failure to possess, or the suspension or cancellation of, such Authorization would not have a Material Adverse Effect on Company’s business.

Permits and Authorizations. (a) Schedule 2.9 lists each material consentAll consents, licenselicenses, permitpermits, grant grants or other authorization authorizations of any a Governmental Entity held by Company or pursuant to which Seller or Company conducts any of its Affiliates conduct the Company’s business or owns, leases or operates its assets (Business are collectively referred to herein collectively called “as "Authorizations”)". All Authorizations are in full force and effect and constitute all material authorizations of any Governmental Entity Authorizations required to permit Seller or Company to own or operate the assets Division Assets and conduct the Business, except those Authorizations, the lack of Company which would not materially impair the ability of Purchaser and to permit Merger Sub its Affiliates to conduct the business of Company following Business in substantially the same manner conducted by Seller and its Affiliates prior to the Closing Date Date. Except as such assets and business are presently operated and conducteddisclosed on Schedule 2.10(a), the Authorizations may be transferred to Purchaser or one of its Affiliates on the Closing Date. The consummation of the transactions contemplated by this Agreement will not not, except as disclosed on Schedule 2.10(a), require any transfer, renewal or notice with respect to any Authorizations except as shown on Schedule 2.9. There are no proposed or pending applications for Authorizations, applications for variances from compliance with Authorizations, or postponement of the dates for compliance with Authorizations. (b) Schedule 2.9 identifies all Authorizations which materially restrict the present operation of Company, which limits the term of possession or operation of any material assets of Company or which pertain to environmental discharge. (c) Except as shown on Schedule 2.9, neither Neither Seller nor Company any of its Affiliates has been notified or presently has reason to believe in writing that any of the Authorizations material Authorization will not in the ordinary course of business be renewed upon its expiration. (dc) Except as shown on Schedule 2.9, Company has not received in writing, or to the Knowledge of Seller, otherwise, any No claim or assertion has been made against Seller or any of its Affiliates alleging that it any such Person has breached any of the terms or conditions of any Authorization in such manner (i) as would permit any other Person to cancel, terminate or materially amend any Authorization necessary to permit the continued operation of Company the Division as presently conducted; conducted or the use of any material Division Asset or (ii) that is reasonably likely to result in a penalty or fee of more than $5,00025,000. (e) There is no action, proceeding or investigation pending or, to the Seller’s Knowledge, threatened regarding suspension or cancellation of any Authorization, except where the failure to possess, or the suspension or cancellation of, such Authorization would not have a Material Adverse Effect on Company’s business.