Common use of PERMITS AND INTANGIBLES Clause in Contracts

PERMITS AND INTANGIBLES. The Company, or its employees, as appropriate, hold all material licenses, franchises, permits and other governmental authorizations required or necessary in connection with the conduct of the Company's business. SCHEDULE 2.8 sets forth an accurate list and summary description of all such licenses, franchises, permits and other governmental authorizations, including permits, titles (including licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property; provided, however, that SCHEDULE 2.8 need not individually list each of the individual software licenses for wordprocessing and similar software loaded on the Company's personal computers, it being understood that the Company holds licenses for such software) (collectively, the "Intangible Assets") (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on SCHEDULE 2.9). The Intangible Assets and other governmental authorizations listed on SCHEDULES 2.8 and 2.9 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such Intangible Assets or other governmental authorization. The Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Intangible Assets and other governmental authorizations listed on SCHEDULES 2.8 and 2.9 and is not in violation of any of the foregoing. Except as specifically set forth on SCHEDULE 2.8 or 2.9, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Intangible Assets or other governmental authorizations.

PERMITS AND INTANGIBLES. The Company, or its employees, as appropriate, hold Company holds all material licenses, franchises, permits and other governmental authorizations ("Authorizations") required or necessary in connection with the conduct of the Company's businessbusiness except where the failure to hold any such Authorization would not have a Material Adverse Effect. SCHEDULE Schedule 2.8 sets forth an accurate list and summary description of all such licenses, franchises, permits and other governmental authorizationsAuthorizations, including permits, titles (including licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property; provided, however, that SCHEDULE 2.8 need not individually list each of the individual software licenses for wordprocessing and similar software loaded on the Company's personal computers, it being understood that the Company holds licenses for such software) (collectively, the "Intangible Assets") (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on SCHEDULE Schedule 2.9). The To the best of the Company's knowledge, the Intangible Assets and other governmental authorizations Authorizations listed on SCHEDULES Schedules 2.8 and 2.9 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such Intangible Assets or other governmental authorizationAuthorization. The Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Intangible Assets and other governmental authorizations Authorizations listed on SCHEDULES Schedules 2.8 and 2.9 and is not in violation of any of the foregoingforegoing except where any such violation would not have a Material Adverse Effect. Except as specifically set forth on SCHEDULE Schedule 2.8 or 2.9, (a) the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Intangible Assets or other governmental authorizationsAuthorizations, and (b) all of such rights and benefits will be rights and benefits of the Surviving Corporation upon consummation of the Merger.

PERMITS AND INTANGIBLES. The Company, or its employees, as appropriate, hold Company holds all material licenses, franchises, permits and other governmental authorizations required or necessary in connection with the conduct of the Company's business, the absence of any of which would have a Material Adverse Effect. SCHEDULE Schedule 2.8 sets forth an accurate list and summary description of all such licenses, franchises, permits and other governmental authorizations, including permits, titles (including licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property; provided, however, that SCHEDULE 2.8 need not individually list each of the individual software licenses for wordprocessing and similar software loaded on the Company's personal computers, it being understood that the Company holds licenses for such software) (collectively, the "Intangible Assets")) (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on SCHEDULE Schedule 2.9). The To the best knowledge of the Company, the Intangible Assets and other governmental authorizations listed on SCHEDULES Schedules 2.8 and 2.9 are valid, and the . The Company has not received any notice that any person intends to cancel, terminate or not renew any such Intangible Assets or other governmental authorization. The To the best knowledge of the Company, the Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Intangible Assets and other governmental authorizations listed on SCHEDULES Schedules 2.8 and 2.9 and is not in violation of any of the foregoing, except where any such violation would not have a Material Adverse Effect. Except as specifically set forth on SCHEDULE Schedule 2.8 or 2.9, (a) the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Intangible Assets or other governmental authorizations, and (b) all of such rights and benefits are transferable to the Purchaser and are being transferred to the Purchaser on the date hereof.

PERMITS AND INTANGIBLES. The Company, or its employees, as appropriate, hold Company holds all material licenses, franchises, permits and other governmental authorizations required or necessary in connection with the conduct of the Company's business. SCHEDULE 2.8 sets forth an accurate list and summary description of all such material licenses, franchises, permits and other governmental authorizations, including permits, titles (including licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property; provided, however, that SCHEDULE 2.8 need not individually list each of the individual software licenses for wordprocessing and similar software loaded on the Company's personal computers, it being understood that the Company holds licenses for such software) (collectively, the "Intangible Assets") (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on SCHEDULE 2.9). The Intangible Assets and other governmental authorizations listed on SCHEDULES 2.8 and 2.9 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such Intangible Assets or other governmental authorization. The Company has conducted and is conducting its business in material compliance with the requirements, standards, criteria and conditions set forth in the Intangible Assets and other governmental authorizations listed on SCHEDULES 2.8 and 2.9 and is not in violation of any of the foregoing. Except as specifically set forth on SCHEDULE 2.8 or 2.92.9 or in SECTION 2.18, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Intangible Assets or other governmental authorizations. Any interest of the Company with respect to the trade name and mark "Landscape West" may be limited to the extent provided by Califorxxx law.

PERMITS AND INTANGIBLES. The Company, or its employees, as appropriate, hold Company holds all material licenses, franchises, permits and other governmental authorizations required or necessary in connection with the conduct of the Company's business. SCHEDULE Schedule 2.8 sets forth an accurate list and summary description of all such licenses, franchises, permits and other governmental authorizations, including permits, titles (including licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property; provided, however, that SCHEDULE 2.8 need not individually list each of the individual software licenses for wordprocessing and similar software loaded on the Company's personal computers, it being understood that the Company holds licenses for such software) (collectively, the "Intangible Assets") (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on SCHEDULE Schedule 2.9). The To Stephen W. Barley's actual knowledge, the Intangible Assets and other governmental authorizations xxxxxxxxxxxx xxxxxxizations listed on SCHEDULES Schedules 2.8 and 2.9 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such Intangible Assets or other governmental authorization. The To Stephen W. Barley's actual knowledge, the Company has conducted and is conducting its business xxxxxxxxxx xxx xxxiness in compliance with the requirements, standards, criteria and conditions set forth in the Intangible Assets and other governmental authorizations listed on SCHEDULES Schedules 2.8 and 2.9 and is not in violation of any of the foregoing. Except as specifically set forth on SCHEDULE Schedule 2.8 or 2.9, the transactions contemplated by this Agreement will not result in a default under or a default, breach or violation of, or adversely affect the of any rights and benefits afforded to of the Company by, any in such Intangible Assets which singly or other governmental authorizationsin the aggregate will have a material adverse effect on the operations of the Company.

PERMITS AND INTANGIBLES. The Company, or its employees, as appropriate, hold Company holds all material licenses, franchises, permits and other governmental authorizations required or necessary in connection with the conduct of the Company's business. SCHEDULE Schedule 2.8 sets forth an accurate list and summary description of all such licenses, franchises, permits and other governmental authorizations, including permits, titles (including licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property; provided, however, that SCHEDULE 2.8 need not individually list each of the individual software licenses for wordprocessing and similar software loaded on the Company's personal computers, it being understood that the Company holds licenses for such software) (collectively, the "Intangible Assets") (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on SCHEDULE Schedule 2.9). The To Stephen W. Barley's actual knowledge, the Intangible Assets and other governmental authorizations xxxxxxxxxxxx xxxxxrizations listed on SCHEDULES Schedules 2.8 and 2.9 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such Intangible Assets or other governmental authorization. The To Stephen W. Barley's actual knowledge, the Company has conducted and is conducting its business ix xxxxxxxxxx xxx xxsiness in compliance with the requirements, standards, criteria and conditions set forth in the Intangible Assets and other governmental authorizations listed on SCHEDULES Schedules 2.8 and 2.9 and is not in violation of any of the foregoing. Except as specifically set forth on SCHEDULE Schedule 2.8 or 2.9, the transactions contemplated by this Agreement will not result in a default under or a default, breach or violation of, or adversely affect the of any rights and benefits afforded to of the Company by, any in such Intangible Assets which singly or other governmental authorizationsin the aggregate will have a material adverse effect on the operations of the Company.

PERMITS AND INTANGIBLES. The Company, Each of Holdings and CheMatch owns or its employees, as appropriate, hold holds all material licenses, franchises, permits and other governmental authorizations required or necessary in connection with the conduct of the Company's business. SCHEDULE 2.8 sets forth an accurate list and summary description of all such licenses, franchises, permits and other governmental authorizations, including without limitation permits, titles (including without limitation motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, or any United States trademarks, trade names, patents, patent applications and copyrights owned or held by copyrights, the Company or absence of any of its employees which could have a Holdings or CheMatch Material Adverse Effect (including interests in software the "Material Permits"), except that Holdings and CheMatch do not currently own or other technology systemshold, programs but have applied for, certain Material Permits identified on SCHEDULE A.1.13 as having been applied for, with respect to which the failure of CheMatch to own or hold such Material Permits as of an earlier time than they will issue upon approval of such application will not have a CheMatch Material Adverse Effect. SCHEDULE A.1.13 hereto sets forth an accurate list and intellectual property; providedsummary description, however, that SCHEDULE 2.8 need not individually list each as of the individual software licenses for wordprocessing and similar software loaded on the Company's personal computersdate hereof, it being understood that the Company holds licenses for such software) (collectively, the "Intangible Assets") (it being understood and agreed that a list of all environmental permits Material Permits of Holdings and other environmental approvals is set forth on SCHEDULE 2.9)CheMatch. The Intangible Assets and other governmental authorizations listed on SCHEDULES 2.8 and 2.9 To the knowledge of the Stockholders those Material Permits are valid, and the Company neither Holdings nor CheMatch has not received any notice that any person governmental authority intends to modify, cancel, terminate or not renew any such Intangible Assets or other governmental authorizationof those Material Permits. The Company Each of Holdings and CheMatch has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Intangible Assets those Material Permits and other governmental authorizations listed on SCHEDULES 2.8 applicable orders, approvals, variances, rules and 2.9 regulations and is not in violation of any of the foregoingforegoing except where such non-compliance or violation would not have a Holdings or CheMatch Material Adverse Effect. Except as specifically set forth on SCHEDULE 2.8 or 2.9, the The transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company Holdings and/or CheMatch by, any such Intangible Assets of its respective Material Permits. Notwithstanding anything in this Section A.1.13 to the contrary, no representation or other governmental authorizationswarranty is made with respect to the matters described in this Section as they are affected by the Commodity Laws, Rules and Regulations.

PERMITS AND INTANGIBLES. The Company, or its employees, as appropriate, hold Company holds all material licenses, franchises, permits and other governmental authorizations required or necessary in connection with the conduct of the Company's business. SCHEDULE 2.8 sets forth an accurate list and summary description of all such material licenses, franchises, permits and other governmental authorizations, including permits, titles (including licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property; provided, however, that SCHEDULE 2.8 need not individually list each of the individual software licenses for wordprocessing and similar software loaded on the Company's personal computers, it being understood that the Company holds licenses for such software) (collectively, the "Intangible Assets") (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on SCHEDULE 2.9). The Intangible Assets and other governmental authorizations listed on SCHEDULES 2.8 and 2.9 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such Intangible Assets or other governmental authorization. The Company has conducted and is conducting its business in material compliance with the requirements, standards, criteria and conditions set forth in the Intangible Assets and other governmental authorizations listed on SCHEDULES 2.8 and 2.9 and is not in violation of any of the foregoing. Except as specifically set forth on SCHEDULE 2.8 or 2.92.9 or in SECTION 2.18, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Intangible Assets or other governmental authorizations. Any interest of the Company with respect to the trade name and mark "Landscape West" may be limited to the extent provided by Califoxxxx law.