Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. (a) The Company and its Subsidiaries (i) are in possession of all authorizations, permits, franchises, grants, easements, variances, exemptions, exceptions, permissions, qualifications, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets, and to carry on and operate their businesses as currently conducted (clauses (i) and (ii), collectively, the “Company Permits”), and all Company Permits are in full force and effect and no suspension, modification, or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of or be in full force and effect, or the suspension, modification or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and its Subsidiaries (i) the Company and each Company Subsidiary are in possession of all authorizations, permits, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, exceptionsconsents, permissionscertificates, qualificationsapprovals, product listings, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices Orders and other documents with authorizations, including any Governmental Authority supplements and amendments thereto, necessary for the Company and its Subsidiaries each Company Subsidiary to own, lease and operate their respective properties and assets, and assets in accordance with all Laws or to carry on and operate their respective businesses as currently conducted in accordance with all Laws (clauses (i) and (ii), collectively, the “Company Permits”)) except where the failure to obtain or have any such Company Permit would not, and individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (ii) all such Company Permits are in full force and effect effect, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (iii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) no modification, suspension, modificationcancellation, withdrawal or cancellation of any of the Company Permits revocation thereof is pending or, to the Knowledge of the Company, threatened, except where . The consummation of the failure to be in possession of or be in full force and effect, or transactions contemplated hereby will not cause the suspension, modification revocation or cancellation of, of any of the Company Permits would not reasonably be expected Permit that is material to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company PermitsSubsidiaries, and neither the Company nor any of its Subsidiaries has received any written notice regarding taken as a default or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectwhole.

Permits; Compliance with Laws. (a) The Each of the Company and its Subsidiaries (i) are is in possession of all authorizations, permitslicenses, franchisesconsents, grants, easements, variances, exemptions, exceptions, permissions, qualificationscertificates, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses approvals and certificates other permits of any Governmental AuthorityEntity (“Permits”) (including all authorizations under the Federal Food, Drug and Cosmetics Act of 1938, as amended (the “FDCA”), and (iithe regulations of the FDA promulgated thereunder) have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary for the Company and its Subsidiaries it to own, lease and operate their its properties and assets, and assets or to carry on and operate their businesses its business as currently it is now being conducted (clauses (i) and (ii), collectively, the “Company Permits”), and all such Company Permits are in full force and effect effect, except where the failure to hold such Company Permits, or the failure to be in full force and no suspensioneffect, modificationwould not be reasonably expected to result in (x) a material settlement or fine or (y) material change in the conduct of business of the entity required to hold such Company Permit as currently conducted relating, in the case of this clause (y), to a material portion of the revenues or earnings of the Company and its Subsidiaries (an “Adverse Permit Effect”). No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened. The Company and its Subsidiaries are not in violation or breach of, or default under, any Company Permit, except where the failure such violation, breach or default would not be reasonably expected to be result in possession an Adverse Permit Effect. No event or condition has occurred or exists which would result in a violation of, breach, default or loss of or be in full force and effecta benefit under, or the suspension, modification or cancellation of, any acceleration of an obligation of the Company Permits or any of its Subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each No such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the Company and transactions contemplated by this Agreement (in each case, with or without notice or lapse of its Subsidiaries is in compliance with the terms and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default time or violation in respect of any of the Company Permitsboth), except where the failure to be in compliance has not had and for violations, breaches, defaults, losses or accelerations that would not would not be reasonably be expected to have, individually or result in the aggregate, a Company Material an Adverse Permit Effect.

Permits; Compliance with Laws. (ai) The Company and its Subsidiaries (i) are in possession of Subsidiaries, or the management companies for the Company Properties, own or possess all authorizations, permits, franchises, grants, easements, consents, certificates, permits, licenses, variances, authorizations, exemptions, exceptions, permissions, qualifications, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses registrations and certificates approvals of any all Governmental Authority, and Entities (iithe “Permits”) have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary for the Company and its Subsidiaries to own, lease and operate their the properties and assets, assets of the Company and its Subsidiaries or to carry on the business of the Company and operate their businesses its Subsidiaries as currently it is now being conducted (clauses (i) by the Company and (ii)its Subsidiaries, collectivelyexcept where the failure to have such Permits would not, individually or in the “aggregate, have a Company Permits”), and all Company Material Adverse Effect. All such Permits are in full force and effect, except for such failure to be in full force and effect as would not, individually and no suspensionin the aggregate, modification, or cancellation of have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company Permits has received notice that any suspension, modification or revocation of any Permit is pending or, to the Knowledge of the CompanyCompany Parties, threatenedthreatened nor, except where to the failure to be in possession of or be in full force and effect, or the suspension, modification or cancellation of, any Knowledge of the Company Permits Parties, do grounds exist for any such action, except for such suspensions, modifications or revocations as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Each of the Company and its Subsidiaries (i) are is in possession of all authorizations, permitslicenses, franchisesconsents, grants, easements, variances, exemptions, exceptions, permissions, qualificationscertificates, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses approvals and certificates other permits of any Governmental Authority, and Entity (ii“Permits”) have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary for the Company and its Subsidiaries it to own, lease and operate their its properties and assets, assets and to carry on and operate their businesses its business as currently it is now being conducted in compliance with applicable Laws (clauses (i) and (ii), collectively, the “Company Permits”), and all such Company Permits are in full force and effect effect, except where the failure to hold such Company Permits (excluding Company Regulatory Permits), or the failure to be in full force and no suspensioneffect, modification, would not be reasonably expected to have a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure such suspension or cancellation would not be reasonably expected to be result in possession of a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation or be in full force and effectbreach of, or default under, any Company Permit, except where such violation, breach or default would not be reasonably expected to result in a Company Material Adverse Effect. As of the suspensiondate of this Agreement, modification to the Company’s Knowledge, no event or cancellation condition has occurred or exists which would result in a violation of, any breach, default or loss of a benefit under, or acceleration of an obligation of the Company Permits or any of its Subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each No such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Company Permitstransactions contemplated by this Agreement, except where the failure to be in compliance has not had and for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) (i) The Company and its Subsidiaries (i) are in possession of all authorizations, permits, franchises, grants, licenses, permits, easements, variances, exemptions, exceptionsconsents, permissionscertificates, qualificationsapprovals, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices orders and other documents with any Governmental Authority authorizations necessary for the Company and its Subsidiaries to own, lease and operate their respective properties and assets, assets and to carry on and operate their respective businesses as currently conducted now being conducted, under and pursuant to all applicable Laws (clauses (i) and (ii), collectively, the “Company Permits”), and (ii) all such Company Permits are in full force and effect and (iii) as of the date of this Agreement, no suspension, modificationcancellation, withdrawal or cancellation of any of the Company Permits revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of or of, failure to be in full force and effect, effect or the suspension, modification cancellation, withdrawal or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Company Permits, except where the failure to be in compliance revocation thereof (a) has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) (i) The Company and its Subsidiaries (i) are in possession of each Company Subsidiary hold all authorizations, permits, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, exceptionsconsents, permissionscertificates, qualificationsapprovals, product listings, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices Orders and other documents with authorizations, including any Governmental Authority supplements and amendments thereto, necessary for the Company and its Subsidiaries each Company Subsidiary to own, lease and operate their respective properties and assets, and assets in accordance with all Laws or to carry on and operate their respective businesses as currently conducted in accordance with all Laws (clauses (i) and (ii), collectively, the “Company Permits”)) except where the failure to obtain or have any such Company Permit would not, and individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (ii) all such Company Permits are in full force and effect effect, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (iii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) no modification, suspension, modificationcancellation, withdrawal or cancellation of any of the Company Permits revocation thereof is pending or, to the Knowledge of the Company, threatened. The consummation of the transactions contemplated hereby, except where will not cause the failure to be in possession of or be in full force and effect, or the suspension, modification revocation or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of Company Permit that is material to the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectCompany.

Permits; Compliance with Laws. (a) The Company Group is, and its Subsidiaries (i) are for the last three years has been, in possession of all authorizations, licenses, permits, franchises, grants, easementscertificates, variances, exemptions, exceptions, permissions, qualifications, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses registrations and certificates clearances of any Governmental AuthorityEntity (each, and (iia “Permit”) have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary required for the Company and its Subsidiaries Group to own, lease and operate their its properties and assets, and to carry on and operate their its businesses as currently conducted (clauses (i) and (ii), collectively, the “Company Permits”), and all such Company Permits are in full force and effect and no suspension, modification, or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatenedeffect, except where the failure to be in possession have such Company Permit, or the failure of or any Company Permit to be in full force and effect, individually or in the suspensionaggregate, modification or cancellation of, any of the Company Permits would not reasonably be expected to havebe material to the Company Group, taken as a whole. Except as set forth in ‎‎Section 3.06(a) of the Company Disclosure Schedule or as, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had been and would not reasonably be expected to havebe material to the Company Group, taken as a whole, in the last three years: (i) no Company Permit has been revoked, suspended, terminated or materially impaired, (ii) no member of the Company Group is or has been in default or violation, in any respect (beyond any applicable notice and cure period), of any Company Permits and (iii) no member of the Company Group has received any written notice regarding any of the matters set forth in the foregoing clauses (i) and (ii). There are no actions pending or, to the knowledge of the Company, threatened, that seek the revocation, cancellation or modification of any Company Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company Group, taken as a Company Material Adverse Effectwhole.

Permits; Compliance with Laws. (a) The Company and its Subsidiaries (i) are in possession of all authorizations, permits, franchises, grants, easements, variances, exemptions, exceptions, permissions, qualifications, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets, and to carry on and operate their businesses Except as currently conducted (clauses (i) and (ii), collectively, the “Company Permits”), and all Company Permits are in full force and effect and no suspension, modification, or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of or be in full force and effect, or the suspension, modification or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of : (i) the Company and each of its Subsidiaries is Company Subsidiary are in compliance with the terms and requirements possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals, product listings, registrations, Orders and other authorizations, including any supplements and amendments thereto, necessary for the Company and each Company Subsidiary to own, lease and operate their respective properties and assets in accordance with all Laws or to carry on their respective businesses in accordance with all Laws (the “Company Permits”), (ii) all such Company Permits are in full force and neither effect, (iii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit, (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is pending or, to the Company nor any Knowledge of its Subsidiaries has received any written notice regarding a default the Company, threatened and (v) the consummation of the transactions contemplated hereby will not cause the revocation or violation in respect cancellation of any of the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectPermit.

Permits; Compliance with Laws. (a) The Company and its Subsidiaries Except (i) are in possession of all authorizations, permits, franchises, grants, easements, variances, exemptions, exceptions, permissions, qualifications, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets, and to carry on and operate their businesses as currently conducted (clauses (i) and (ii), collectively, the “Company Permits”), and all Company Permits are in full force and effect and no suspension, modification, or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of or be in full force and effect, or the suspension, modification or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each , (ii) for those authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Authority for which any Group Company has submitted an application, or (iii) as set forth in Section 3.06(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries is are in compliance with the terms and requirements possession of all material authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Authority necessary for the Company and its Subsidiaries to own, lease and operate their properties or to carry on their business substantially in the manner described in the Company SEC Reports filed prior to the date hereof and substantially as is being conducted as of the date of this Agreement (collectively, the “Material Company Permits”), and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had and as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all of the Material Company Permits are valid, in full force and effect, and are not subject to any pending or, to the knowledge of the Company, threatened legal proceeding by any Governmental Authority to suspend, cancel, modify, terminate or revoke any such Material Company Permit, (ii) the Company and each of its Subsidiaries are in compliance with the terms and requirements of such Material Company Permits, and (iii) the Company and each of its Subsidiaries is not in default under, and to the Company’s knowledge, no condition exists that with notice or lapse of time or both would constitute a default under or would reasonably be expected to result in any suspension, cancellation, modification, termination or revocation of, any such Material Company Permit.

Permits; Compliance with Laws. (a) The Company and its Subsidiaries (i) are in possession of all authorizations, permits, franchises, grants, easements, variances, exemptions, exceptions, permissions, qualifications, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets, and to carry on and operate their businesses Except as currently conducted (clauses (i) and (ii), collectively, the “Company Permits”), and all Company Permits are in full force and effect and no suspension, modification, or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of or be in full force and effect, or the suspension, modification or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of : (i) the Company and each of its Subsidiaries is Company Subsidiary are in compliance with the terms and requirements possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals, product listings, registrations, Orders and other authorizations, including any supplements and amendments thereto, necessary for the Company and each Company Subsidiary to own, lease and operate their respective properties and assets in accordance with all Laws or to carry on their respective businesses in accordance with all Laws (the “Company Permits”), (ii) all such Company Permits are in full force and neither effect, (iii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit, (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is 13 pending or, to the Company nor any Knowledge of its Subsidiaries has received any written notice regarding a default the Company, threatened and (v) the consummation of the transactions contemplated hereby will not cause the revocation or violation in respect cancellation of any of the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectPermit.

Permits; Compliance with Laws. (a) (i) The Company and its Subsidiaries (i) are in possession of all authorizations, permits, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, exceptionsconsents, permissionscertificates, qualificationsapprovals, product listings, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices orders and other documents with any Governmental Authority authorizations necessary for the Company and its Subsidiaries to own, lease and operate their respective properties and assetsassets under and pursuant to all applicable Laws as currently owned, leased and operated, or to carry on and operate their respective businesses as currently now being conducted under and pursuant to all applicable Laws (clauses (i) and (ii), collectively, the “Company Permits”), and (ii) all such Company Permits are in full force and effect and (iii) as of the date of this Agreement, no suspension, modificationcancellation, withdrawal or cancellation of any of the Company Permits revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of or of, failure to be in full force and effect, effect or the suspension, modification cancellation, withdrawal or cancellation ofrevocation thereof (A) has not been, any of the Company Permits and would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effect. Each of material to the Company and each of its Subsidiaries is in compliance with the terms Subsidiaries, taken as a whole and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had and (B) would not reasonably be expected to haveto, individually or in the aggregate, a impair in any material respect the ability of the Company Material Adverse Effectto perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) The Company and its Subsidiaries (i) are each Company Subsidiary is and, since April 1, 2016, has been, in possession of all authorizations, applications, allowances, licenses, permits, franchises, grants, easementscertificates, variances, exemptions, exceptions, permissions, qualifications, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses registrations and certificates clearances of any Governmental AuthorityEntity (each, and (iia “Permit”) have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary for the Company and its Subsidiaries each Company Subsidiary to own, lease and operate their its properties and assets, and to carry on and operate their its businesses as currently conducted (clauses or was being conducted as of such prior time, as applicable) (i) and (ii), collectively, the “Company Permits”), and all such Company Permits are in full force and effect and no suspension, modification, or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatenedeffect, except where the failure to be in possession possess any Company Permits, or the failure of or any Company Permits to be in full force and effect, or the suspension, modification or cancellation of, any of the Company Permits effect would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each None of the Company and each of its the Company Subsidiaries (i) is in compliance with the terms and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the such Company PermitsPermit, except where the failure to be in compliance has not had and such default or violation would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (ii) has received written notice that remains unresolved from any Governmental Entity that any Company Permit will be suspended, terminated, revoked or adversely modified or cannot be renewed in the ordinary course of business where such suspension, termination, revocation, adverse modification or non-renewal would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) (i) The Company and its Subsidiaries (i) each Company Subsidiary are in possession of all authorizations, permits, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, exceptionsconsents, permissionscertificates, qualificationsapprovals, product listings, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices orders and other documents with any Governmental Authority authorizations necessary for the Company and its Subsidiaries each Company Subsidiary to own, lease and operate their respective properties and assetsassets as currently being owned, and leased or operated in accordance with all Laws or to carry on their current and operate their respective businesses as currently conducted in accordance with all Laws (clauses (i) and (ii), collectively, the “Company Permits”), and (ii) all such Company Permits are in full force and effect effect, (iii) as of the date of this Agreement, there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) as of the date of this Agreement, no suspension, modificationcancellation, withdrawal or revocation thereof is pending or threatened in writing, in each case of clauses (I) through (IV) above, other than as would be material to the Company and the Company Subsidiaries, taken as a whole. The consummation of the transactions contemplated hereby, will not cause the revocation or cancellation of any of the Company Permits Permit that is pending or, material to the Knowledge of the Company, threatened, except where the failure to be in possession of or be in full force and effect, or the suspension, modification or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and its Subsidiaries (i) are in possession of all authorizations, permits, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, exceptionsconsents, permissionscertificates, qualificationsapprovals, product listings, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices Orders and other documents with any Governmental Authority authorizations necessary for the Company and its Subsidiaries to own, lease and operate their respective properties and assetsassets pursuant to all applicable Laws as currently owned, leased and operated, or to carry on and operate their respective businesses as currently now being conducted under and pursuant to all applicable Laws (clauses (i) and (ii), collectively, the “Company Permits”), and (ii) all such Company Permits are in full force and effect and (iii) as of the date of this Agreement, no suspension, modificationcancellation, withdrawal or cancellation of any of the Company Permits revocation thereof is pending or, to the Knowledge of the Company, threatened, except in each of clauses (i) – (iii) where the failure to be in possession of or of, failure to be in full force and effect, effect or the suspension, modification cancellation, withdrawal or cancellation ofrevocation thereof (A) has not been, any of the Company Permits and would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effect. Each of material to the Company and each of its Subsidiaries is in compliance with the terms Subsidiaries, taken as a whole and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had and (B) would not reasonably be expected to haveto, individually or in the aggregate, a impair in any material respect the ability of the Company Material Adverse Effectto perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) The Company and each of its Subsidiaries (i) are in possession of possess all authorizationsmaterial licenses, permits, franchises, grants, easements, variances, exemptions, exceptions, permissions, qualifications, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices permits and other documents with any authorizations or approvals from Governmental Authority Authorities required by applicable provisions of Laws necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets, and to carry on and operate their businesses as currently conducted operation of the Business (clauses (i) and (ii), collectively, the “Company Permits”). None of any such Permits have been terminated, and all Company Permits suspended or otherwise are not in full force and effect and there is no suspension, modification, or cancellation of any of the Company Permits is Action pending or, to the Knowledge of the Company, threatenedthreatened that could result in the termination, except where the failure suspension or otherwise affect any Permit for violation of any legal or regulatory requirements relating to be in possession of or be in full force and effect, or the suspension, modification or cancellation of, any Permit. Except as set forth on Section 3.18 of the Company Permits would not reasonably Disclosure Schedule, no Permit shall be expected to haveaffected in any adverse and material respect as a result of the execution of this Agreement or consummation of the transactions contemplated hereby. Except as set forth in Section 3.18 of the Company Disclosure Schedule, individually or in the aggregate, a Company Material Adverse Effect. Each of (a) the Company and each of its Subsidiaries is are, and have been at all times during their existence, in compliance in all material respects with the terms and requirements conditions of such Permits and all Company PermitsLaws, rules, regulations, guidelines, industry standards, ordinances and orders applicable to the Company, any of its Subsidiaries or the Business (including all zoning, building, safety, subdivision and land sale ordinances, regulations or requirement and other Laws applicable to the Company’s and/or its Subsidiaries’ occupancy of any real estate) and has made, in a timely manner, all applicable and material regulatory filings, and (b) since inception, neither the Company nor any of its Subsidiaries has received any written notice regarding a default notification that either the Company or any of its Subsidiaries or any of its business practices, in any material respect, are in violation in respect of any of the Company PermitsPermit or any such Law, except where the failure to be in compliance has not had and would not reasonably be expected to haverule, individually regulation, ordinance or in the aggregate, a Company Material Adverse Effectorder.

Permits; Compliance with Laws. (a) (i) The Company and its Subsidiaries (i) are in possession of all authorizations, permits, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, exceptionsconsents, permissionscertificates, qualificationsapprovals, product listings, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices orders and other documents with any Governmental Authority authorizations necessary for the Company and its Subsidiaries to own, lease and operate their respective properties and assets, assets under and pursuant to all applicable Laws or to carry on and operate their respective businesses as currently now being conducted under and pursuant to all applicable Laws (clauses (i) and (ii), collectively, the “Company Permits”), and (ii) all such Company Permits are in full force and effect and (iii) as of the date of this Agreement, no suspension, modificationcancellation, withdrawal or cancellation of any of the Company Permits revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of or of, failure to be in full force and effect, effect or the suspension, modification cancellation, withdrawal or cancellation ofrevocation thereof (A) has not been, any of the Company Permits and would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effect. Each of material to the Company and each of its Subsidiaries is in compliance with the terms Subsidiaries, taken as a whole and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had and (B) would not reasonably be expected to haveto, individually or in the aggregate, a impair in any material respect the ability of the Company Material Adverse Effectto perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) (i) The Company and its Subsidiaries (i) each Company Subsidiary are in possession of all authorizations, permits, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, exceptionsconsents, permissionscertificates, qualificationsapprovals, product listings, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices Orders and other documents with authorizations, including any Governmental Authority supplements and amendments thereto, necessary for the Company and its Subsidiaries each Company Subsidiary to own, lease and operate their respective properties and assets, and assets in accordance with all Laws or to carry on and operate their respective businesses as currently conducted in accordance with all Laws (clauses (i) and (ii), collectively, the “Company Permits”), and except where the failure to obtain or have any such Company Permit would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (ii) all such Company Permits are in full force and effect effect, except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (iii) there has occurred no material violation of, material default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) no modification, suspension, modificationcancellation, withdrawal or cancellation of any of the Company Permits revocation thereof is pending or, to the Knowledge of the Company, threatened, except where . The consummation of the failure to be in possession of or be in full force and effect, or transactions contemplated hereby will not cause the suspension, modification revocation or cancellation of, of any of the Company Permits would not reasonably be expected Permit that is material to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company PermitsSubsidiaries, and neither the Company nor any of its Subsidiaries has received any written notice regarding taken as a default or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectwhole.

Permits; Compliance with Laws. (a) The Each of the Company and its Subsidiaries (i) are is in possession of all authorizations, permitslicenses, franchisesconsents, grants, easements, variances, exemptions, exceptions, permissions, qualificationscertificates, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses approvals and certificates other permits of any Governmental Authority, and Entity (ii"Permits") have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary for the Company and its Subsidiaries it to own, lease and operate their its properties and assets, and assets or to carry on and operate their businesses its business as currently it is now being conducted in compliance with applicable Laws (clauses (i) and (ii), collectively, the “"Company Permits”"), and all such Company Permits are in full force and effect effect, except where the failure to hold such Company Permits, or the failure to be in full force and no suspensioneffect, modificationdo not have and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be . The Company and its Subsidiaries are not in possession of material violation or be in full force and effectmaterial breach of, or material default under, any Company Permit. As of the suspensiondate of this Agreement, modification no event or cancellation condition has occurred or exists which would result in a violation of, any breach, default or loss of a benefit under, or acceleration of an obligation of the Company Permits or any of its Subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that do not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each No such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) The Except (i) as would not reasonably be expected to have a Company Material Adverse Effect, (ii) for those authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Authority for which any Group Company has submitted an application, the Company and its Subsidiaries (i) are in possession of all material authorizations, licenses, permits, franchisescertificates, grants, easements, variances, exemptions, exceptions, permissions, qualifications, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses approvals and certificates clearances of any Governmental Authority, and (ii) have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets, and or to carry on their business substantially in the manner described in the Company SEC Reports filed prior to the date hereof and operate their businesses substantially as currently is being conducted as of the date of this Agreement (clauses (i) and (ii), collectively, the “Material Company Permits”), and except as would not reasonably be expected to have a Company Material Adverse Effect, (i) all of the Material Company Permits are in full force and effect and no suspensionvalid, modification, or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of or be in full force and effect, or and are not subject to any pending or, to the suspension, modification or cancellation of, any knowledge of the Company, threatened legal proceeding by any Governmental Authority to suspend, cancel, modify, terminate or revoke any such Material Company Permits would not reasonably be expected to havePermit, individually or (ii) the Company and each of its Subsidiaries are in compliance with the aggregateterms and requirements of such Material Company Permits, a Company Material Adverse Effect. Each of and (iii) the Company and each of its Subsidiaries is not in compliance with the terms and requirements of all Company Permitsdefault under, and neither to the Company nor any Company’s knowledge, no condition exists that with notice or lapse of its Subsidiaries has received any written notice regarding time or both would constitute a default under or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to haveresult in any suspension, individually cancellation, modification, termination or in the aggregaterevocation of, a any such Material Company Material Adverse EffectPermit.

Permits; Compliance with Laws. (a) The Each of the Company and its Subsidiaries (i) are is in possession of all authorizations, permitslicenses, franchisesconsents, grants, easements, variances, exemptions, exceptions, permissions, qualificationscertificates, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses approvals and certificates other permits of any Governmental Authority, and Entity (ii"PERMITS") have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary for the Company and its Subsidiaries it to own, lease and operate their its properties and assets, and assets or to carry on and operate their businesses its business as currently it is now being conducted in compliance with applicable Laws (clauses (i) and (ii), collectively, the “Company Permits”"COMPANY PERMITS"), and all such Company Permits are in full force and effect effect, except where the failure to hold such Company Permits, or the failure to be in full force and no suspensioneffect, modificationdo not have and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be . The Company and its Subsidiaries are not in possession of material violation or be in full force and effectmaterial breach of, or material default under, any Company Permit. As of the suspensiondate of this Agreement, modification no event or cancellation condition has occurred or exists which would result in a violation of, any breach, default or loss of a benefit under, or acceleration of an obligation of the Company Permits or any of its Subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that do not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each No such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) (i) The Company and its Subsidiaries (i) each Company Subsidiary are in possession of all authorizations, permits, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, exceptionsconsents, permissionscertificates, qualificationsapprovals, product listings, registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices orders and other documents with authorizations, including any Governmental Authority supplements and amendments thereto, necessary for the Company and its Subsidiaries each Company Subsidiary to own, lease and operate their respective properties and assets, and assets in accordance with all Laws or to carry on and operate their respective businesses as currently conducted in accordance with all Laws (clauses (i) and (ii), collectively, the “Company Permits”)) except where the failure to obtain or have any such Company Permit would not, and individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (ii) all such Company Permits are in full force and effect effect, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (iii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) no modification, suspension, modificationcancellation, withdrawal or cancellation of any of the Company Permits revocation thereof is pending or, to the Knowledge of the Company, threatened. The consummation of the transactions contemplated hereby, except where will not cause the failure to be in possession of or be in full force and effect, or the suspension, modification revocation or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of Company Permit that is material to the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectCompany.