Common use of Permits; Compliance with Applicable Laws Clause in Contracts

Permits; Compliance with Applicable Laws. (a) The Company owns and/or possess all permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the business of the Company (the “Permits”) as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on the Company. The Company is in compliance with the terms of its Permits and all the Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of the Company, threatened, except where the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on the Company. (b) The Company is in compliance in all respects with all applicable statutes, laws, regulations, ordinances, Permits, rules, writs, judgments, orders, decrees and arbitration awards of each Governmental Entity applicable to the Company, except where the failure to be in compliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company. (c) Except for filings with respect to Taxes, the Company has filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the “Other Company Documents”), and have paid all fees and assessments, if any, due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Company.

Permits; Compliance with Applicable Laws. (a) The Company owns and/or possess all permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the business of the Company and as listed in Section 3.6 of the Company Disclosure Schedule (the “"Permits”") as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on the Company. The Company is in compliance with the terms of its Permits and all the Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of the Company, threatened, except where the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on the Company. (b) The Company is in compliance in all respects with all applicable statutes, laws, regulations, ordinances, Permits, rules, writs, judgments, orders, decrees and arbitration awards of each Governmental Entity applicable to the Company, except where the failure to be in compliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company. (c) Except for filings with respect to Taxes, the Company has filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the “"Other Company Documents”"), and have paid all fees and assessments, if any, due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Company.

Permits; Compliance with Applicable Laws. (a) The Company owns and its subsidiaries own and/or possess all material permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the business of the Company and its subsidiaries (the “Permits”"PERMITS") as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on the Company. The Company and its subsidiaries is in compliance in all material respects with the terms of its the Permits and all the Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of the Company, threatenedthreatened nor, except where to the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on knowledge of the Company, do grounds exist for any such action. (b) The Each of the Company and its subsidiaries is in compliance in all material respects with all applicable statutes, laws, regulations, ordinances, Permits, rules, writs, judgments, orders, decrees and arbitration awards of each Governmental Entity applicable to the Company, except where the failure to be in compliance, individually Company or in the aggregate, would not reasonably be expected to have a material adverse effect on the Companyany of its subsidiaries. (c) Except for filings with respect to Taxes, which are the subject of Section 3.10 and not covered by this Section 3.8(c), the Company and each of its subsidiaries has timely filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the “Other Company Documents”"OTHER COMPANY DOCUMENTS"), and have timely paid all fees and assessments, if any, due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Company.

Permits; Compliance with Applicable Laws. (a) The Company owns and its subsidiaries own and/or possess all material permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the business of the Company and its subsidiaries (the “Permits”"PERMITS") as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on the Company. The Company is and its subsidiaries are in compliance in all material respects with the terms of its Permits and all the Permits. All the Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of the Company, threatened, except where the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on the Companythreatened nor do grounds exist for any such action. (b) The Except as set forth in Section 2.7(b) of the Company Disclosure Schedule, each of the Company and its subsidiaries is in compliance in all material respects with all applicable statutes, laws, regulations, ordinances, Permits, rules, writs, judgments, orders, decrees and arbitration awards of each Governmental Entity applicable to the Company, except where the failure to be in compliance, individually Company or in the aggregate, would not reasonably be expected to have a material adverse effect on the Companyany of its subsidiaries. (c) Except for filings with respect to Taxes, which are the subject of Section 2.9 and not covered by this Section 2.7(c) and except as set forth in Section 2.7(c) of the Company Disclosure Schedule, the Company and each of its subsidiaries has timely filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the “Other Company Documents”"OTHER COMPANY DOCUMENTS"), and have timely paid all fees and assessments, if any, due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Company.

Permits; Compliance with Applicable Laws. (a) The Company owns and/or possess and its Subsidiaries are in possession, and have at all times held, all material approvals, permits, licensesfranchises, variances, authorizations, exemptions, orders, registrations licenses and approvals of governmental authorizations from all Governmental Entities which are required for Authorities under statutes and regulations relating to the environment, workplace health and safety and with respect to the operation of the business Business, necessary for the lawful conduct of the Company (the “Permits”) Company’s business and operations, as presently then and now conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on the Company. The Company is in compliance with the terms of its Permits and all the Permits There are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits, franchises, licenses and governmental authorizations, except where the failure to be in full force and effect individually or in the aggregate for those that would not reasonably be expected to have a material adverse effect on the CompanyMaterial Adverse Effect. The Company has no knowledge of any fact or condition which might reasonably be expected to give rise to any such action, proceeding or investigation. (b) The Company’s business and operations have not been and are not being, and the Company is or its Subsidiaries have not received any notice from any Governmental Authority or other Person that the Company’s business and operations have been or are being, conducted in compliance in all respects with all applicable statutesviolation of any law, ordinance or regulation, including without limitation any law, ordinance or regulation relating to (a) Environmental Laws, (b) the testing or provision of medical supplies and services, or (c) occupational health, fire, safety, zoning, environmental, building, city planning or similar laws, regulations, ordinances, Permits, rules, writs, judgments, orders, decrees and arbitration awards of in each Governmental Entity applicable to the Company, except where the failure to be in compliance, individually case which have had or in the aggregate, would not reasonably be expected to have a material adverse effect on the CompanyMaterial Adverse Effect. (c) Except for filings with respect to Taxes, the Company has filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the “Other Company Documents”), and have paid all fees and assessments, if any, due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Company.

Permits; Compliance with Applicable Laws. (ai) The Company owns Company, its subsidiaries or the management companies for the Company's hotels own and/or possess all material permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the ownership and present operation of the business Company's Hotels (the "Permits"). Each of the Company (the “Permits”) as presently conductedCompany, except for those the failure its subsidiaries and, to own or possess would not reasonably be expected to have a material adverse effect on the Company. The Company is 's Knowledge, the management companies referred to above is, and since January 1, 2001, has been, in compliance in all material respects with the terms of its Permits and all the such Permits are in full force and effect and the Company has received no notice that any suspension, modification or revocation of any of them is pending or, to the knowledge Knowledge of the Company, threatenedthreatened nor, except where to the failure to be in full force and effect individually or Knowledge of the Company, do grounds exist for any such action except, in the aggregate for such suspensions, modifications or revocations as would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company. (bii) The Each of the Company is and its subsidiaries and, to the Company's Knowledge, the management companies referred to above is, and since January 1, 2001, has been, in compliance in all material respects with all applicable statutes, laws, regulations, ordinances, Permits, rules, writs, judgments, orders, decrees and arbitration awards of each Governmental Entity applicable to the CompanyCompany and its subsidiaries, except where the failure to be in compliance, individually or in the aggregate, compliance would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company. (ciii) Neither the Company, nor any of its subsidiaries is subject to any outstanding Restraint or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or, is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any resolutions at the request of any Governmental Entity, that materially restricts the conduct of its business or, that relates to policies, affairs, management or its business (each, a "Company Regulatory Agreement"). (iv) Except for filings with the SEC and filings with respect to Taxes, which are the Company subject of Sections 3.1(e) and 3.1(j), respectively, and not covered by this Section 3.1(h)(iv), the Company, and each of its subsidiaries has timely filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2000 with each Governmental Entity (the “"Other Company Documents”"), and have timely paid all fees and assessments, if any, assessments due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect Material Adverse Effect on the Company. There is no material unresolved violation or exception by any of such Governmental Entities with respect to any report or statement relating to any examinations of the Company, or any of its subsidiaries. (v) Neither the Company, nor any of its subsidiaries nor any of their respective directors, executive officers or Employees has been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws or regulations which would be required to be disclosed in any Other Company Document except as disclosed therein, and no such disciplinary proceeding or order is pending, nor to the knowledge of the Company, threatened.

Permits; Compliance with Applicable Laws. (ai) The Company owns Company, its subsidiaries or the management companies for the Company's hotels own and/or possess all material permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the ownership and present operation of the business Company's Hotels (the "Permits"). Each of the Company (the “Permits”) as presently conductedCompany, except for those the failure its subsidiaries and, to own or possess would not reasonably be expected to have a material adverse effect on the Company. The Company is 's Knowledge, the management companies referred to above is, and since January 1, 2001, has been, in compliance in all material respects with the terms of its Permits and all the such Permits are in full force and effect and the Company has received no notice that any suspension, modification or revocation of any of them is pending or, to the knowledge Knowledge of the Company, threatenedthreatened nor, except where to the failure to be in full force and effect individually or Knowledge of the Company, do grounds exist for any such action except, in the aggregate for such suspensions, modifications or revocations as would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company. (bii) The Each of the Company is and its subsidiaries and, to the Company's Knowledge, the management companies referred to above is, and since January 1, 2001, has been, in compliance in all material respects with all applicable statutes, laws, regulations, ordinances, Permits, rules, writs, judgments, orders, decrees and arbitration awards of each Governmental Entity applicable to the CompanyCompany and its subsidiaries, except where the failure to be in compliance, individually or in the aggregate, compliance would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company. (c) Except for filings with respect to Taxes, the Company has filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the “Other Company Documents”), and have paid all fees and assessments, if any, due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Company.

Permits; Compliance with Applicable Laws. (a) The Company owns and/or possess all permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals each of all Governmental Entities which are required for the operation of the business of the Company (the “Permits”) as presently conducted, except for those the failure to own or possess would not reasonably be expected to its Subsidiaries have a material adverse effect on the Company. The Company is conducted their businesses in compliance with all applicable laws (including, without limitation, the terms of its Permits U.S. Foreign Corrupt Practices Act, as amended, and all the Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of the Company, threatenedPRC anti-bribery Law), except where the failure to be in full force and effect individually or in the aggregate compliance would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the Company. (b) Material Adverse Effect. The Company is and each of its Subsidiaries have all permits, licenses, authorizations, consents, orders and approvals (collectively, “Permits”) of, and have made all filings, applications and registrations with, any Governmental Authority that are required in compliance in all respects with all applicable statutes, laws, regulations, ordinances, Permits, rules, writs, judgments, orders, decrees and arbitration awards of each Governmental Entity applicable order to the Companycarry on their business as presently conducted, except where the failure to be in compliancehave such Permits or the failure to make such filings, applications and registrations, individually or in the aggregate, would not reasonably be expected to have a material adverse Material Adverse Effect; and all such Permits are in full force and effect on and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current, except where such absence, suspension or cancellation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) None of the Company, any of its Subsidiaries, any of their respective directors or officers or, to the knowledge of the Company, any agent, employee, affiliate or representative of the Company or any of its Subsidiaries is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any Subsidiaries, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions. (c) Except None of the Company, any of its Subsidiaries, any of their respective directors or officers or, to the knowledge of the Company, any agent, employee, affiliate or other person acting on behalf of the Company or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for filings foreign political office, in contravention of the FCPA. Each of the Company and its Subsidiaries has conducted their businesses in compliance with applicable anti-corruption laws and will maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein. (d) The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to Taxesthe Money Laundering Laws is pending or, to the Company has filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the “Other Company Documents”), and have paid all fees and assessments, if any, due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on best knowledge of the Company, threatened.

Permits; Compliance with Applicable Laws. (a) The Company owns and its subsidiaries own and/or possess all material permits, licenses, variances, authorizations, exemptions, orders, registrations registrations, and approvals of all Governmental Entities which are required for the operation of the business of the Company and its subsidiaries (the “Permits”) as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on the Company. The Company is and its subsidiaries are in compliance in all material respects with the terms of its Permits the Permits, and all the Permits are in full force and effect and no suspension, modification modification, or revocation of any of them is pending or, to the knowledge of the Company, threatenedthreatened nor, except where to the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on knowledge of the Company, do grounds exist for any such action. (b) The Each of the Company and its subsidiaries is in compliance in all material respects with all applicable statutes, laws, regulations, ordinances, Permits, rules, writs, judgments, orders, decrees decrees, and arbitration awards of each Governmental Entity applicable to the Company, except where the failure to be in compliance, individually Company or in the aggregate, would not reasonably be expected to have a material adverse effect on the Companyany of its subsidiaries. (c) Except for filings with respect to Taxes, which are the subject of Section 3.10 and not covered by this Section 3.8(c), each of the Company and each of its subsidiaries has timely filed all regulatory reports, schedules, forms, registrations registrations, and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the “Other Company Documents”), and have timely paid all fees and assessments, if any, due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Company.

Permits; Compliance with Applicable Laws. (a) The Except as set forth in Section 3.1(a) of the Company Disclosure Schedule, to the Company's knowledge, the Company owns and/or possess possesses all material permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the business of the Company (the “"Permits”") as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on . To the Company. The 's knowledge, the Company is in compliance in all material respects with the terms of its Permits and all the Permits. All of its Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of Company's knowledge, threatened nor, to the Company's knowledge, threatened, except where the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on the Companydo grounds exist for any such action. (b) The To the Company's knowledge, the Company is in compliance in all material respects with all applicable statutes, laws, regulations, ordinances, Permits, rules, writs, judgments, orders, decrees and arbitration awards of each Governmental Entity applicable to the Company, except where the failure to be in compliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company. (c) Except for filings with respect to Taxes, which are the subject of Section 3.9 and not covered by this Section 3.7(c), to the Company's knowledge, the Company has timely filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the “Other Company Documents”)Entity, and have timely paid all fees and assessments, if any, due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Company.

Permits; Compliance with Applicable Laws. (ai) The Each of the Company owns and/or possess and any of its Subsidiaries is in possession of all permitsauthorizations, licenses, variancespermits, authorizationscertificates, exemptionsapprovals and clearances, ordersand has submitted notices to, registrations and approvals of all Governmental Entities which are required governmental entities necessary for the operation Company or any of its Subsidiaries to own, lease and operate its properties or other assets and to carry on their respective businesses as they are being conducted as of the business of the Company date hereof (the “Company Permits”) as presently conducted), except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on the Company. The Company is in compliance with the terms of its Permits and all the such Company Permits are valid, and in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of the Company, threatenedeffect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not, individually or in the aggregate would not reasonably be expected to aggregate, have a material adverse effect on the CompanyCompany Material Adverse Effect. (bii) The Except as set forth on Section 7O of the Company is in compliance in all respects Disclosure Letter, since January 1, 2004, the Company and its Subsidiaries have (A) complied with all applicable statutes, laws, regulations, ordinances, Permits, rules, writsorders and regulations of any governmental authority, judgmentsdomestic or foreign (including the Foreign Corrupt Practices Act), orders, decrees and arbitration awards of each Governmental Entity applicable to the CompanyCompany and its Subsidiaries and (B) not been in conflict with, or in default or violation of, any Company Permits, except where in each case to the failure to be in extent any instances of non compliance, individually conflict, default or in the aggregate, violation would not reasonably be expected to have result in a material adverse effect Company Material Adverse Effect. Except as set forth on the Company. (c) Except for filings with respect to Taxes, Section 7O of the Company Disclosure Letter since January 1, 2004, neither the Company nor any of its Subsidiaries has filed all regulatory reports, schedules, forms, registrations and other documents, together received any written communication from a governmental authority that alleges that any of them is not in compliance with any amendments required to be made with respect theretomaterial federal, that they were required to file with each Governmental Entity (the “Other Company Documents”)state, foreign or local laws, rules and have paid all fees and assessments, if any, due and payable in connection therewithregulations, except where to the failure to make such payments and filings individually or in the aggregate extent any instances of non compliance would not have result in a material adverse effect on the CompanyCompany Material Adverse Effect.

Permits; Compliance with Applicable Laws. (a) The Company owns and its subsidiaries own and/or possess all permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the business respective businesses of the Company and its subsidiaries (the “"Permits”") as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on the Company. The Each such Permit is listed in Section 3.8 of the Company Disclosure Schedule. Each of the Company and its subsidiaries is in compliance with the terms of its Permits and all the Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of the Company, threatened, except where the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on the Company. (b) The Each of the Company and its subsidiaries is in compliance in all respects with all applicable statutes, laws, regulations, ordinances, Permits, rules, writs, judgments, orders, decrees and arbitration awards of each Governmental Entity applicable to the CompanyCompany or its subsidiaries, except where the failure to be in compliance, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company. (c) Except for filings with respect to TaxesTaxes which is the subject of Section 3.10, and not covered by this Section 3.8(c), the Company has and each of its subsidiaries have filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the “"Other Company Documents”"), and have paid all fees and assessments, if any, due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Company.