Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. Company and the Company Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for Company or any Company Subsidiary to carry on its business as it is now being conducted (collectively, the "COMPANY PERMITS"), and, as of the date of this Agreement, none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatened. Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Company nor any Company Subsidiary is in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to Company or any Company Subsidiary or by which any property or asset of Company or any Company Subsidiary is bound or affected or (ii) any Company Permits. Section 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of Company, threatened against Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since March 1, 1996, neither Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws.

Permits; Compliance with Laws. Company and the Company Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity materially necessary for Company or any Company Subsidiary to own, lease and operate its properties or to offer or perform its services or to develop, produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted (collectively, the "COMPANY PERMITSCompany Permits"), and, as of the date of this Agreement, none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatened. Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Neither Company nor any Company Subsidiary is in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to Company or any Company Subsidiary or by which any property or asset of Company or any Company Subsidiary is bound or affected or (ii) any material Company Permits. Section 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of Company, threatened against Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other material Company Permit. Since March January 1, 19961997, neither Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible material conflicts, defaults or violations of Laws.

Permits; Compliance with Laws. Company and the Company Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for Company or any Company Subsidiary to own, lease and operate its properties and assets or otherwise to carry on its business as it is now being conducted (collectively, the "COMPANY PERMITSCompany Permits"), and, as of the date of this Agreement, none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatened. Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Neither Company nor any Company Subsidiary is in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to Company or any Company Subsidiary or by which any property or asset of Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except for such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section Schedule 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of Company, threatened against Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since March 1, 1996, neither Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws.

Permits; Compliance with Laws. Each of Company and the Company Subsidiaries are is in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for Company and the Company Subsidiaries to own, lease and operate their respective properties and assets, or any Company Subsidiary to store, distribute and market their respective products or otherwise to carry on its business their respective businesses as it is they are now being conducted conducted, except to the extent any failure to possess such franchise, grant, authorization, license, certificate, identification and registration numbers, approvals and orders shall not result in a Company Material Adverse Effect (collectively, the "COMPANY PERMITS"), and, as of the date of this Restated Agreement, none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatenedor threatened in writing. Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Neither Company nor any Company Subsidiary is in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to Company or any such Company Subsidiary or by which any property or asset of Company or any such Company Subsidiary is bound or affected or (ii) any Company Permits. Section Schedule 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Restated Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge Knowledge of Company, threatened in writing against Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since March 1December 31, 19961997, neither Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws. The Merger will not result in the suspension or cancellation of any Company Permit.

Permits; Compliance with Laws. Company and the Company Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for Company or any Company Subsidiary to carry on its business as it is now being conducted (collectively, the "COMPANY PERMITSCompany Permits"), and, as of the date of this Agreement, none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatened. Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Company nor any Company Subsidiary is in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to Company or any Company Subsidiary or by which any property or asset of Company or any Company Subsidiary is bound or affected or (ii) any Company Permits. Section 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of Company, threatened against Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since March 1, 1996, neither Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws.

Permits; Compliance with Laws. Company and Except as set forth in Section 3.06 of the Company Subsidiaries are Disclosure Schedule, the Company is in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company to own, lease and operate its properties or any Company Subsidiary to offer or perform its services or to develop, produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted (collectively, the "COMPANY PERMITS"“Company Permits”), and, as of the date of this Agreement, none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge Knowledge of the Company, threatened. Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither The Company nor any Company Subsidiary is not in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits. Section 4.06 3.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, proceedings or investigations or surveys pending or, to the knowledge Knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since March January 1, 19962006, neither the Company nor any Company Subsidiary has not received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws. The transactions contemplated hereby will not result in the suspension or cancellation of any Company Permit.

Permits; Compliance with Laws. Each of Company and the Company Subsidiaries are is in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for Company and the Company Subsidiaries to own, lease and operate their respective properties and assets, or any Company Subsidiary to store, distribute and market their respective products or otherwise to carry on its business their respective businesses as it is they are now being conducted (collectively, the "COMPANY PERMITSCompany Permits"), and, as of the date of this Agreement, none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatenedor threatened in writing. Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Neither Company nor any Company Subsidiary is in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to Company or any such Company Subsidiary or by which any property or asset of Company or any such Company Subsidiary is bound or affected or (ii) any Company Permits. Section Schedule 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge Knowledge of Company, threatened in writing against Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since March 1December 31, 19961997,, neither Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws. The Merger will not result in the suspension or cancellation of any Company Permit.

Permits; Compliance with Laws. Company and the Company Subsidiaries are is in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity or contract party (collectively, the "COMPANY PERMITS") necessary for Company to own, lease and operate its properties and assets or any Company Subsidiary otherwise to carry on its business as it is now being conducted (collectively, the "COMPANY PERMITS")conducted, and, as of the date of this Agreement, none of the material Company Permits has been suspended or cancelled canceled nor is any such suspension or cancellation pending or, to the knowledge Knowledge of Company, threatened. Except with respect to Environmental Permits that are addressed as set forth in Section 4.13 hereofSchedule 4.6 of the Company Disclosure Schedule, neither Company nor any Company Subsidiary is not in conflict in any material respect with, or in material default or violation of, of (i) any Law applicable to Company or any Company Subsidiary or by which any property or asset of Company or any Company Subsidiary is bound or affected affected; or (ii) any Company Permits, except for such conflicts, defaults or violations that do not, or could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06 Schedule 4.6 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge Knowledge of Company, threatened against Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since March January 1, 1996, neither the Company nor any Company Subsidiary has not received from any Governmental Entity or contract party any oral or written notification with respect to possible conflicts, defaults or violations of Laws.

Permits; Compliance with Laws. Company and the Company Subsidiaries are is in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for Company to own, lease and operate its properties and assets or any Company Subsidiary otherwise to carry on its business the Business as it is now being conducted conducted, other than those, the failure of which to possess, could not reasonably be expected to have, individually, or in the aggregate, a Company Material Adverse Effect (collectively, the "COMPANY PERMITS"), and, as of the date of this Agreement, and none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge Knowledge of Company, threatened. Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Company nor any Company Subsidiary is not in conflict in any material respect with, or in material default or violation of, (ia) any Law applicable to Company or any Company Subsidiary -15- or by which any property or asset of Company or any Company Subsidiary is bound or affected or (iib) any Company Permits, except for such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06 SCHEDULE 3.4 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, forth all actions, proceedings, investigations or surveys pending or, to the knowledge Knowledge of Company, threatened against Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since March 1, 1996, neither Company nor any Company Subsidiary has not received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws.

Permits; Compliance with Laws. Company and the Company Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity materially necessary for Company or any Company Subsidiary to own, lease and operate its properties or to offer or perform its services or to develop, produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted (collectively, the "COMPANY PERMITS"), and, as of the date of this Agreement, none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatened. Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Neither Company nor any Company Subsidiary is in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to Company or any Company Subsidiary or by which any property or asset of Company or any Company Subsidiary is bound or affected or (ii) any material Company Permits. Section 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of Company, threatened against Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other material Company Permit. Since March January 1, 19961997, neither Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible material conflicts, defaults or violations of Laws.

Permits; Compliance with Laws. The Company and the Company Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity ("Permits") necessary for the Company or any Company Subsidiary to own, lease and operate its properties and assets or otherwise to carry on its business as it is now being conducted (collectively, the "COMPANY PERMITS")conducted, and, as of the date of this Agreement, none of the material Company Permits has been suspended or cancelled canceled nor is any such suspension or cancellation pending or, to the knowledge of Company's knowledge, threatened. Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Neither the Company nor any Company Subsidiary is in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except, in each case, for such defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06 of Schedule 3.6 to the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of Company's knowledge, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since March 1Except as set forth on Schedule 3.6 to the Company Disclosure Schedule, 1996since April 30, 2000, neither the Company nor any Company Subsidiary has received from any Governmental Entity any notification (written notification or oral) with respect to possible conflicts, material defaults or violations of LawsLaw.

Permits; Compliance with Laws. Company and the Company Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for Company or any Company Subsidiary to own, lease and operate its properties and assets or otherwise to carry on its business as it is now being conducted conducted, other than those, the failure of which to possess, could not reasonably be expected to have, individually, or in the aggregate, a Company Material Adverse Effect (collectively, the "COMPANY PERMITS"), and, as of the date of this Agreement, and none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge Knowledge of Company, threatenedthreatened in writing. Except with respect to Environmental Permits that are addressed in Section 4.13 hereofas set forth on SCHEDULE 4.06 of the Company Disclosure Schedule, neither Company nor any Company Subsidiary is in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to Company or any Company Subsidiary or by which any property or asset of Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except for such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section SCHEDULE 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, forth all actions, proceedings, investigations or surveys pending or, to the knowledge Knowledge of Company, threatened in writing against Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since March January 1, 19962000, neither Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws.

Permits; Compliance with Laws. Each of Company and the Company Subsidiaries are is in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for Company and the Company Subsidiaries to own, lease and operate their respective properties and assets, or any Company Subsidiary to store, distribute and market their respective products or otherwise to carry on its business their respective businesses as it is they are now being conducted conducted, except to the extent any failure to possess such franchise, grant, authorization, license, certificate, identification and registration numbers, approvals and orders shall not result in a Company Material Adverse Effect (collectively, the "COMPANY PERMITS"'Company Permits'), and, as of the date of this Restated Agreement, none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatenedor threatened in writing. Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Neither Company nor any Company Subsidiary is in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to Company or any such Company Subsidiary or by which any property or asset of Company or any such Company Subsidiary is bound or affected or (ii) any Company Permits. Section Schedule 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Restated Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge Knowledge of Company, threatened in writing against Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since March 1December 31, 19961997,, neither Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws. The Merger will not result in the suspension or cancellation of any Company Permit.

Permits; Compliance with Laws. Company and Except as set forth in Section 3.06 of the Company Subsidiaries are Disclosure Schedule, the Company is in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company to own, lease and operate its properties or any Company Subsidiary to offer or perform its services or to develop, produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted (collectively, the "COMPANY PERMITSPermits"), and, as of the date of this Agreement, none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Companythe Company and each of the Shareholders, threatened. Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither The Company nor any Company Subsidiary is not in conflict in any material respect with, or in material default or violation of, (i) any material Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits. Section 4.06 3.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of Companythe Company and each of the Shareholders, threatened against the Company or any Company Subsidiary the Business that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since March 1, 1996, neither The Company nor any Company Subsidiary has not received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws. The transactions contemplated hereby will not result in the suspension or cancellation of any Company Permit.

Permits; Compliance with Laws. Each of Company and the Company Subsidiaries are is in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for Company and the Company Subsidiaries to own, lease and operate their respective properties and assets, or any Company Subsidiary to store, distribute and market their respective products or otherwise to carry on its business their respective businesses as it is they are now being conducted (collectively, the "COMPANY PERMITS"), and, as of the date of this Agreement, none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatenedor threatened in writing. Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Neither Company nor any Company Subsidiary is in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to Company or any such Company Subsidiary or by which any property or asset of Company or any such Company Subsidiary is bound or affected or (ii) any Company Permits. Section Schedule 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge Knowledge of Company, threatened in writing against Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since March 1December 31, 19961997, neither Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws. The Merger will not result in the suspension or cancellation of any Company Permit.