Common use of Permits and Compliance With Laws Generally Clause in Contracts

Permits and Compliance With Laws Generally. (a) Subject to such exceptions as would not in the aggregate have a Material Adverse Effect, (i) except as set forth on Part A of Schedule 2.9(a), the Companies possess and are in compliance with all Permits required to operate the Business as presently operated and to own, lease or otherwise hold the Acquired Assets under all applicable Laws and (ii) except as set forth on Part B of Schedule 2.9(a), to the best of Parent's and each Seller's knowledge, the Business is conducted by the Companies in compliance with, and the use, construction and operation of all Real Property constituting any part of the Acquired Assets conforms to, all applicable Laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA") and other similar Laws, and zoning, building and other similar Laws) and all restrictions and conditions affecting title. All material Permits of the Companies are in full force and effect. There are no proceedings pending or, to the best of Parent's and each Seller's knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any material Permits presently possessed by the Companies. Parent and Sellers are aware of no facts, conditions or circumstances reasonably likely to result in the revocation, cancellation, suspension, or adverse modification of any material Permit. Except as set forth on Part C of Schedule 2.9(a), all material Permits of the Companies are assignable to and at the Closing will be assigned to Buyer (or, in the case of Permits of the Seller Subsidiaries, will continue to be possessed by the Seller Subsidiaries upon the sale of the Subsidiary Shares to Buyer) and no approvals or consents are required for such assignment (or continued possession) and the sale of the Business or Acquired Assets hereunder will not result in a default under or termination of any such material Permit. (b) Except as set forth on Schedule 2.9(b), no outstanding notice, citation, summons or order has been issued, no outstanding complaint has been filed, no outstanding penalty has been assessed and no investigation or review is pending or, to the best of Parent's and each Seller's knowledge, threatened, by any Governmental Entity or other Person with respect to any alleged (i) violation by any Company relating to the Business or the Acquired Assets of any Law or (ii) failure by any Company to have any Permit required in connection with the conduct of the Business or otherwise applicable to the Business (including the Acquired Assets) except in such cases as would not in the aggregate have a Material Adverse Effect. 2.10

Permits and Compliance With Laws Generally. (a) Subject to such exceptions as would not in the aggregate have a Material Adverse Effect, (i) except as set forth on Part A of Schedule 2.9(a), the Companies Sellers possess and are in compliance with all Permits required to operate the Business as presently operated and to own, lease or otherwise hold the Acquired Purchased Assets under all applicable Laws and (ii) except as set forth on Part B of Schedule 2.9(a), to the best of Parent's and each Seller's knowledge, the Business is conducted by the Companies Sellers in compliance with, and the use, construction and operation of all Real Property constituting any part of the Acquired Purchased Assets conforms to, all applicable Laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA") and other similar Laws, and zoning, building and other similar Laws) and all restrictions and conditions affecting title. All material Permits of the Companies Sellers are in full force and effect. There are no proceedings pending or, to the best of Parent's and each Seller's knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any material Permits presently possessed by the CompaniesSellers. Parent and Sellers are aware of no facts, conditions or circumstances reasonably likely to result in the revocation, cancellation, suspension, or adverse modification of any material Permit. Except as set forth on Part C of Schedule 2.9(a), all material Permits of the Companies Sellers are assignable to and at the Closing will be assigned to Buyer (or, in the case of Permits of the Seller Subsidiaries, will continue to be possessed by the Seller Subsidiaries upon the sale of the Subsidiary Shares to Buyer) and no approvals or consents are required for such assignment (or continued possession) and the sale of the Business or Acquired Purchased Assets hereunder will not result in a default under or termination of any such material Permit. (b) Except as set forth on Schedule 2.9(b), no outstanding notice, citation, summons or order has been issued, no outstanding complaint has been filed, no outstanding penalty has been assessed and no investigation or review is pending or, to the best of Parent's and each Seller's knowledge, threatened, by any Governmental Entity or other Person with respect to any alleged (i) violation by any Company either Seller relating to the Business or the Acquired Purchased Assets of any Law or (ii) failure by any Company either Seller to have any Permit required in connection with the conduct of the Business or otherwise applicable to the Business (including the Acquired Purchased Assets) except in such cases as would not in the aggregate have a Material Adverse Effect. 2.10

Permits and Compliance With Laws Generally. (a) Subject to such exceptions as would not in the aggregate have a Material Adverse Effect, (i) except as set forth on Part A of Schedule 2.9(a), --------------- the Companies Sellers possess and are in compliance with all Permits required to operate the Business as presently operated and to own, lease or otherwise hold the Acquired Purchased Assets under all applicable Laws and (ii) except as set forth on Part B of Schedule 2.9(a), to the best of Parent's and each Seller's knowledge, the Business is conducted by the Companies Sellers in compliance with, and the use, construction and operation of all Real Property constituting any part of the Acquired Purchased Assets conforms to, all applicable Laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA") and ---- other similar Laws, and zoning, building and other similar Laws) and all restrictions and conditions affecting title. All material Permits of the Companies Sellers are in full force and effect. There are no proceedings pending or, to the best of Parent's and each Seller's knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any material Permits presently possessed by the CompaniesSellers. Parent and Sellers are aware of no facts, conditions or circumstances reasonably likely to result in the revocation, cancellation, suspension, or adverse modification of any material Permit. Except as set forth on Part C of Schedule 2.9(a), all material Permits of the Companies Sellers are assignable to and at the Closing will be assigned to Buyer (or, in the case of Permits of the Seller Subsidiaries, will continue to be possessed by the Seller Subsidiaries upon the sale of the Subsidiary Shares to Buyer) and no approvals or consents are required for such assignment (or continued possession) and the sale of the Business or Acquired Purchased Assets hereunder will not result in a default under or termination of any such material Permit. (b) Except as set forth on Schedule 2.9(b), no outstanding notice, citation, summons or order has been issued, no outstanding complaint has been filed, no outstanding penalty has been assessed and no investigation or review is pending or, to the best of Parent's and each Seller's knowledge, threatened, by any Governmental Entity or other Person with respect to any alleged (i) violation by any Company relating to the Business or the Acquired Assets of any Law or (ii) failure by any Company to have any Permit required in connection with the conduct of the Business or otherwise applicable to the Business (including the Acquired Assets) except in such cases as would not in the aggregate have a Material Adverse Effect. 2.10.

Permits and Compliance With Laws Generally. (a) Subject to such exceptions as would not in the aggregate have a Material Adverse Effect, (i) except as set forth on Part A of Schedule 2.9(a), the Companies possess and are in compliance with all Permits required to operate the Business as presently operated and to own, lease or otherwise hold the Acquired Assets under all applicable Laws and (ii) except as set forth on Part B of Schedule 2.9(a), to the best of Parent's and each Seller's knowledge, the Business is conducted by the Companies in compliance with, and the use, construction and operation of all Real Property constituting any part of the Acquired Assets conforms to, all applicable Laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA") and other similar Laws, and zoning, building and other similar Laws) and all restrictions and conditions affecting title. All material Permits of the Companies are in full force and effect. There are no proceedings pending or, to the best of Parent's and each Seller's knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any material Permits presently possessed by the Companies. Parent and Sellers are aware of no facts, conditions or circumstances reasonably likely to result in the revocation, cancellation, suspension, or adverse modification of any material Permit. Except as set forth on Part C of Schedule 2.9(a), all material Permits of the Companies are assignable to and at the Closing will be assigned to Buyer (or, in the case of Permits of the Seller Subsidiaries, will continue to be possessed by the Seller Subsidiaries upon the sale of the Subsidiary Shares to Buyer) and no approvals or consents are required for such assignment (or continued possession) 30 24 and the sale of the Business or Acquired Assets hereunder will not result in a default under or termination of any such material Permit. (b) Except as set forth on Schedule 2.9(b), no outstanding notice, citation, summons or order has been issued, no outstanding complaint has been filed, no outstanding penalty has been assessed and no investigation or review is pending or, to the best of Parent's and each Seller's knowledge, threatened, by any Governmental Entity or other Person with respect to any alleged (i) violation by any Company relating to the Business or the Acquired Assets of any Law or (ii) failure by any Company to have any Permit required in connection with the conduct of the Business or otherwise applicable to the Business (including the Acquired Assets) except in such cases as would not in the aggregate have a Material Adverse Effect. 2.10.

Permits and Compliance With Laws Generally. (a) Subject to such exceptions as would not in the aggregate have a Material Adverse Effect, (i) except as set forth on Part A of Schedule 2.9(a), the Companies Sellers possess and are in compliance with all Permits required to operate the Business as presently operated and to own, lease or otherwise hold the Acquired Purchased Assets under all applicable Laws and (ii) except as set forth on Part B of Schedule 2.9(a), to the best of Parent's and each Seller's knowledge, the Business is conducted by the Companies Sellers in compliance with, and the use, construction and operation of all Real Property constituting any part of the Acquired Purchased Assets conforms to, all applicable Laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA") and other similar Laws, and zoning, building and other similar Laws) and all restrictions and conditions affecting title. All material Permits of the Companies Sellers are in full force and effect. There are no proceedings pending or, to the best of Parent's and each Seller's knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any material Permits presently possessed by the CompaniesSellers. Parent and Sellers are aware of no facts, conditions or circumstances reasonably likely to result in the revocation, cancellation, suspension, or adverse modification of any material Permit. Except as set forth on Part C of Schedule 2.9(a), all material Permits of the Companies Sellers are assignable to and at the Closing will be assigned to Buyer (or, in the case of Permits of the Seller Subsidiaries, will continue to be possessed by the Seller Subsidiaries upon the sale of the Subsidiary Shares to Buyer) and no approvals or consents are required for such assignment (or continued possession) and the sale of the Business or Acquired Purchased Assets hereunder will not result in a default under or termination of any such material Permit. (b) Except as set forth on Schedule 2.9(b), no outstanding notice, citation, summons or order has been issued, no outstanding complaint has been filed, no outstanding penalty has been assessed and no investigation or review is pending or, to the best of Parent's and each Seller's knowledge, threatened, by any Governmental Entity or other Person with respect to any alleged (i) violation by any Company relating to the Business or the Acquired Assets of any Law or (ii) failure by any Company to have any Permit required in connection with the conduct of the Business or otherwise applicable to the Business (including the Acquired Assets) except in such cases as would not in the aggregate have a Material Adverse Effect. 2.10.

Permits and Compliance With Laws Generally. (a) Subject to such exceptions as would not in the aggregate have a Material Adverse Effect, (i) except as set forth on Part A of Schedule 2.9(a), --------------- the Companies possess and are in compliance with all Permits required to operate the Business as presently operated and to own, lease or otherwise hold the Acquired Assets under all applicable Laws and (ii) except as set forth on Part B of Schedule 2.9(a), to the best of Parent's and each Seller's knowledge, the Business is conducted by the Companies in compliance with, and the use, construction and operation of all Real Property constituting any part of the Acquired Assets conforms to, all applicable Laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA") and ---- other similar Laws, and zoning, building and other similar Laws) and all restrictions and conditions affecting title. All material Permits of the Companies are in full force and effect. There are no proceedings pending or, to the best of Parent's and each Seller's knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any material Permits presently possessed by the Companies. Parent and Sellers are aware of no facts, conditions or circumstances reasonably likely to result in the revocation, cancellation, suspension, or adverse modification of any material Permit. Except as set forth on Part C of Schedule 2.9(a), all material Permits of the Companies are assignable to and at the Closing will be assigned to Buyer (or, in the case of Permits of the Seller Subsidiaries, will continue to be possessed by the Seller Subsidiaries upon the sale of the Subsidiary Shares to Buyer) and no approvals or consents are required for such assignment (or continued possession) and the sale of the Business or Acquired Assets hereunder will not result in a default under or termination of any such material Permit. (b) Except as set forth on Schedule 2.9(b), no outstanding notice, citation, summons or order has been issued, no outstanding complaint has been filed, no outstanding penalty has been assessed and no investigation or review is pending or, to the best of Parent's and each Seller's knowledge, threatened, by any Governmental Entity or other Person with respect to any alleged (i) violation by any Company relating to the Business or the Acquired Assets of any Law or (ii) failure by any Company to have any Permit required in connection with the conduct of the Business or otherwise applicable to the Business (including the Acquired Assets) except in such cases as would not in the aggregate have a Material Adverse Effect. 2.10.