Common use of Permits; Compliance with Laws Clause in Contracts

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

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

Permits; Compliance with Laws. (a) (i) Parent and its Subsidiaries (i) are in possession of all authorizations, permits, material franchises, grants, licenses, permits, easements, variances, exemptions, exceptionsconsents, permissionscertificates, Consents and certificates of any Governmental Authorityapprovals, (ii) have filed all tariffsregistrations, reportsclearances, notices orders and other documents with authorizations necessary for Parent and its Subsidiaries to own, lease and operate their respective properties and assets and to carry on their respective businesses as currently now being conducted under and pursuant to all applicable Laws (clauses (i) and (ii), collectively, the “Parent Permits”), and (ii) all such Parent 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 Parent Permits revocation thereof is pending or, to the Knowledge of Parent, 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 Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent and each of its Subsidiaries is in compliance with the terms and requirements of all Parent Permits, and neither Parent nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Parent 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 Parent Material Adverse EffectEffect and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of Parent or Merger Sub to perform its respective 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) Each of Parent, Merger Sub and each Parent and its Subsidiaries (i) are Subsidiary is in possession of all authorizations, licenses, permits, franchisescertificates, grants, easements, variances, exemptions, exceptions, permissions, Consents approvals and certificates clearances of any Governmental Authority, (ii) have filed all tariffs, reports, notices and other documents with Entity necessary for Parent, Merger Sub and each Parent Subsidiary to own, lease and operate its Subsidiaries properties or to operate their carry on its respective businesses substantially as currently it is being conducted as of the date hereof (clauses (i) and (ii), collectively, the “Parent Permits”), and all such Parent Permits are valid, and in full force and effect and no suspension, modification, or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent, threatenedeffect, except where the failure to have, or the suspension or cancellation of, or failure to be in possession of valid or be in full force and effect, or the suspension, modification or cancellation effect of, any of the Parent Permits would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Each None of Parent, Merger Sub or any Parent and each of its Subsidiaries Subsidiary is in compliance with the terms and requirements of all Parent Permitsconflict with, and neither Parent nor any of its Subsidiaries has received any written notice regarding a or in default or violation in respect of (1) any Law applicable to Parent, Merger Sub or any Parent Subsidiary or by which any property or asset of the Parent, Merger Sub or any Parent Subsidiary is bound or affected or (2) any Parent Permits, except where the failure to be in compliance has not had and each case for any such conflicts, defaults or violations that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Permits; Compliance with Laws. (a) Parent and its Subsidiaries (i) are in possession of subsidiaries hold all consents, authorizations, registrations, permits, franchises, grants, easementslicenses, variances, exemptions, exceptions, permissions, Consents orders and certificates approvals of any all Governmental Authority, Entities (iithe "PARENT PERMITS") have filed all tariffs, reports, notices required in order to own their respective assets and other documents with necessary for Parent and its Subsidiaries to operate conduct their respective businesses as currently conducted (clauses (i) conducted, except where the failure to hold such Parent Permits has not had and (ii)would not, collectivelyindividually or in the aggregate with all other such failures, reasonably be expected to have a Parent Material Adverse Effect. All of the “Parent Permits”), and all Parent Permits are in full force and effect and no suspension, modification, or cancellation of any Parent and its subsidiaries are in compliance with the terms of the Parent Permits Permits, and no Action is pending oror threatened in writing that would revoke, suspend, cancel, terminate, or adversely modify any Parent Permit, except for such failures to be in full force and effect and such Actions that have not had and that would not, individually or in the Knowledge aggregate with all other such failures, reasonably be expected to have a Parent Material Adverse Effect. The operations of Parent, threatenedParent (including the obtaining of any Parent Permits) and its subsidiaries have been conducted in compliance with all applicable Laws of any Governmental Entity, except where the failure to be in possession of or be in full force and effect, comply or the suspension, modification or cancellation of, any of the Parent Permits violation has not had and would not reasonably be expected to havenot, individually or in the aggregateaggregate with all other such failures or violations, a Parent Material Adverse Effect. Each of Parent and each of its Subsidiaries is in compliance with the terms and requirements of all Parent Permits, and neither Parent nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Parent 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 Parent Material Adverse Effect.

Permits; Compliance with Laws. (aExcept as disclosed in the Parent SEC Documents or Schedule 3.1(j) Parent to the Buyer Disclosure Schedule, and its Subsidiaries (i) are except as, individually or in possession of the aggregate, would not or would not reasonably be expected to have a Material Adverse Effect, the Parent, USCo, the Purchaser and US New Opco hold all authorizations, permits, licenses, franchises, grants, easements, variances, exemptions, exceptions, permissions, Consents orders and certificates approvals of any all Governmental Authority, (ii) have filed all tariffs, reports, notices and other documents with Entities that are necessary for Parent and its Subsidiaries to operate the operation of their businesses as currently now being conducted (clauses (i) and (ii), collectively, the “Parent Permits”), and all Parent Permits are in full force and effect and no suspension, modification, suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge knowledge of the Parent, threatened. The Parent, USCo, the Purchaser and US New Opco are in compliance with the terms of the Parent Permits, except for instances of noncompliance where neither the costs to comply nor the failure to be in possession of or be in full force and effect, or the suspension, modification or cancellation of, any of the Parent Permits would not reasonably be expected to havecomply, individually or in the aggregate, would or would reasonably be expected to have a Parent Material Adverse Effect. Each of Parent The Parent, USCo, the Purchaser and each of its Subsidiaries is US New Opco are in compliance with the terms and requirements of all Parent Permits, and neither Parent nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Parent PermitsApplicable Laws, except for instances of noncompliance where neither the costs to comply nor the failure to be in compliance has not had and would not reasonably be expected to havecomply, individually or in the aggregate, would or would reasonably be expected to have a Parent Material Adverse Effect. Except as set forth in Schedule 3.1(j) to the Buyer Disclosure Schedule, neither the Parent nor USCo, the Purchaser or US New Opco has received any written notice of noncompliance with respect to any Applicable Laws during the five (5) years prior to the date of this Agreement.