Common use of Permits and Compliance with Law Clause in Contracts

Permits and Compliance with Law. Except as set forth in Section 3.6 of the Disclosure Schedule and except as provided in Section 3.3 of the Disclosure Schedule with respect to Environmental Matters and in Section 3.10 of the Disclosure Schedule with respect to labor and employment matters: (a) the Subsidiaries hold all material Permits which are necessary to conduct the Business as presently carried on by the members of the Seller Group; (b) the members of the Seller Group (i) have conducted the Business in compliance in all material respects with all laws, statutes, ordinances, rules, regulations and orders of any Government Authority applicable to the Business or to any of their respective assets (including the Purchased Assets), (ii) have not received notice of any violation of, or any potential liability under, any laws, statutes, ordinances, rules, regulations and orders of any Government Authority applicable to the Business or to any of its assets (including the Purchased Assets), and (iii) are not required to make any material expenditure to achieve or maintain compliance with any such laws, statutes, ordinances, rules, regulations and orders; and (c) each Subsidiary has fulfilled and performed in all material respects its obligations under each Permit, and (i) no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or default under any such material Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such material Permit, or which would materially adversely affect the rights of any member of the Seller Group under any such material Permit, (ii) no written notice of cancellation, of default or of any dispute concerning any material Permit, or of any event, condition or state of facts described in the preceding clause, has been received by Sellers, and (iii) each Permit is valid, subsisting and in full force and effect.

Permits and Compliance with Law. Except as set forth in Section 3.6 of the Disclosure Schedule and except as provided in Section 3.3 of the Disclosure Schedule with respect to Environmental Matters environmental matters and in Section 3.10 3.11 of the Disclosure Schedule with respect to labor and employment matters: (a) the Subsidiaries members of the Seller Group hold all material Permits which are necessary for the current ownership of their respective assets and to conduct the Business as presently carried on by the members of the Seller Group; (b) the members of the Seller Group (i) have conducted the Business in compliance in all material respects so as to comply with all laws, statutes, ordinances, rules, regulations and orders of any Government Authority applicable to the Business or to any and no member of their respective assets (including the Purchased Assets), (ii) have not Seller Group has received notice of any violation of, or any potential liability under, any laws, statutes, ordinances, rules, regulations and orders of any Government Authority applicable to the Business or to any of its assets (including the Purchased Assets), and (iii) are that it is not required to make any material expenditure to achieve or maintain in compliance with any such laws, statutes, ordinances, rules, regulations and ordersthereof; and (c) each Subsidiary member of the Seller Group has fulfilled and performed in all material respects its obligations under each Permit, and (i) no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or default under any such material Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such material Permit, or which would materially adversely affect the rights of any member of the Seller Group under any such material Permit, ; (ii) no written notice of cancellation, of default or of any dispute concerning any material Permit, or of any event, condition or state of facts described in the preceding clause, has been received by Sellers, Seller; and (iii) each Permit is valid, subsisting and in full force and effect.

Permits and Compliance with Law. Except as set forth in Section 3.6 of the Disclosure Schedule and except as ----------- provided in Section 3.3 of the Disclosure Schedule with respect to Environmental Matters environmental ----------- matters and in Section 3.10 3.11 of the Disclosure Schedule with respect to labor and ------------ employment matters: (a) the Subsidiaries hold Seller holds all material Permits which are necessary to conduct the Business as presently carried on by the members of the Seller Groupit; (b) the members of the Seller Group (i) have conducted is presently conducting and has conducted, and Former Owner conducted, the Business in compliance so as to comply in all material respects with all laws, material applicable statutes, ordinances, rules, regulations and orders of any Government Authority applicable to the Business or to any of their respective assets (including the Purchased Assets), (ii) have not received notice of any violation of, or any potential liability under, any laws, statutes, ordinances, rules, regulations and orders of any Government Authority applicable to the Business or to any of its assets (including the Purchased Assets), and (iii) are not required to make any material expenditure to achieve or maintain compliance with any such laws, statutes, ordinances, rules, regulations and ordersgovernmental authority; and (c) each Subsidiary Each of Seller and Former Owner has fulfilled and performed in all material respects its obligations under each material Permit, and (i) no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or default under any such material Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such material Permit, or which would might materially adversely affect the rights of any member of the Seller Group or either Subsidiary under any such material Permit, ; (ii) no written notice of cancellation, of default or of any dispute concerning any material Permit, or of any event, condition or state of facts described in the preceding clause, has been received by Sellersby, or is known to, Seller; and (iii) each material Permit is valid, subsisting and in full force and effecteffect and may be assigned and transferred to Buyer in accordance with this Agreement.