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

Permits; Compliance with Applicable Laws. (a) To the knowledge of Seller, Seller and the Subsidiaries of Seller are in compliance with the terms of, all permits, licenses, authorizations, consents, approvals and franchises from Governmental Authorities required to conduct their respective businesses as currently conducted (the “Seller Governmental Approvals”), and no suspension or cancellation of any such Seller Governmental Approvals is pending or, to the knowledge of Seller, threatened in writing, except for such noncompliance, suspensions or cancellations that would not, individually or in the aggregate, have a Seller Material Adverse Effect. Seller and each Subsidiary of Seller are in compliance with all applicable Laws, except for any noncompliance that would not, individually or in the aggregate, have a Seller Material Adverse Effect. (b) To the knowledge of Seller, neither Seller nor any of its Subsidiaries (including any of their officers, directors, agents, employees or other Person acting on their behalf) has taken any action which would cause it to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or Applicable Law with respect to anti-bribery in any jurisdiction other than the United States (collectively, the “FCPA"), used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, whether directly or indirectly, or made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly.

Permits; Compliance with Applicable Laws. (a) To the knowledge of Seller, Seller and the Subsidiaries of each Seller are Subsidiary is in material compliance with the terms of, of all permits, licenses, authorizations, consents, approvals and franchises from Governmental Authorities required to conduct their respective businesses as currently conducted (the “"Seller Governmental Approvals”"), and no suspension or cancellation of any such Seller Governmental Approvals is pending or, to the knowledge of Seller, threatened in writing, except for such noncompliance, suspensions or cancellations that would not, individually or in the aggregate, have a Seller Material Adverse Effect. Seller and each Subsidiary of the Seller Subsidiaries are in material compliance with all applicable Laws, except for any noncompliance that would not, individually or in the aggregate, have a Seller Material Adverse Effect. (b) To the knowledge of Seller, neither Neither Seller nor any of its Subsidiaries Seller Subsidiary (including any of their officers, directors, agents, employees or other Person Seller Personnel acting on their behalf) has taken any action which would cause it to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations Laws promulgated thereunder or any similar anti-corruption or Applicable applicable Law with respect to anti-bribery in any jurisdiction other than the United States (collectively, the “FCPA")States, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, whether directly or indirectly, or made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly.