Common use of Permits; Compliance Clause in Contracts

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a 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 have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance. Each Except as set forth in Section 3.06 of the Disclosure Schedule, each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority Entity necessary for each of the Company or the Subsidiaries any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not reasonably be expected to (a) have a Material Adverse Effect. No Effect or (b) prevent or materially delay the performance of this Agreement by the Company, and 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 have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach default or violation of, (ai) 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, affected or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is boundbound by, except for any such conflicts, defaults, breaches defaults or violations that would not, individually or in the aggregate, not reasonably be expected to (A) have a Material Adverse EffectEffect or (B) prevent or materially delay the performance of this Agreement by the Company.

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted or presently contemplated to be conducted (the "Company “Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not have a 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 have, or the suspension or cancellation of, of any of the Company Permits would not, individually or in the aggregate, not have a Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for for, with respect to clauses (a) and (b) of this sentence, any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, not have a Material Adverse Effect. Neither the Company nor any Subsidiary holds or is required to hold any security clearance issued by a Governmental Authority or is required to be a party to any special security arrangement with a Governmental Authority to conduct any material portion of its business.

Permits; Compliance. Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, clearances and orders of any Governmental Authority Entity necessary for each of the Company or the Subsidiaries any Company Subsidiary to own, lease and operate its properties or to carry on its business their respective businesses substantially in the manner described in the Company SEC Filings (as defined herein) filed prior to the date hereof and as it is now being conducted (the "Company Permits"), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would notneither, individually or in the aggregate, (a) have a Company Material Adverse Effect. No Effect nor (b) prevent or materially delay the performance of this Agreement by the Company, and, 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 have, or the suspension or cancellation of, any of the Company Permits would notneither, individually or in the aggregate, (x) have a Company Material Adverse EffectEffect nor (y) prevent or materially delay the performance of this Agreement by the Company. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach default or violation of, (ai) any Law applicable to the Company or any Company Subsidiary or by which any property property, asset or asset operation of the Company or any Company Subsidiary is bound or affected, affected or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is boundPermits, except for any such conflicts, defaults, breaches defaults or violations that would notneither, individually or in the aggregate, (A) have a Company Material Adverse EffectEffect nor (B) prevent or materially delay the performance of this Agreement by the Company.

Permits; Compliance. Each of the Company and the Company Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries it to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company “Permits"”), except where the failure to have, or the suspension or cancellation of, any . Each of the Company Permits would not, individually or is valid and binding and in the aggregate, have a Material Adverse Effect. No full force and effect in accordance with its terms and 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 have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is and, since January 1, 2010 has been, in conflict with, or in default, breach or violation of, (a) 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 affectedsubject, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise Contract or other instrument or obligation Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except except, in either case, for any such conflicts, defaults, breaches or violations that would notnot constitute a Material Adverse Effect. Except as set forth in Section 3.06 of the Disclosure Letter, individually since January 1, 2010, no Governmental Authority has issued any notice or notification stating that the Company or any Company Subsidiary is not in the aggregatecompliance with any Law, have except where such noncompliance would not constitute a Material Adverse Effect.

Permits; Compliance. (a) Each of the Company and the Subsidiaries is in possession of all registrations, franchises, grants, authorizations (including marketing authorizations), licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to manufacture, market, sell, or distribute the Company Products (as defined in Section 4.06(b), other than products under development) or to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not have a Material Adverse Effect. No As of the date hereof, 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 have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not have a Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (ai) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, not have a Material Adverse Effect.

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company COMPANY Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. No As of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, or threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect.

Permits; Compliance. Each of the Company and the Company Subsidiaries is are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company “Permits"”), except where the failure to . Except as would not have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. No , (i) no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatenedthreatened in writing, except where the failure to haveand (ii) there have occurred no defaults under, violations of, or the suspension events giving rise to a right of termination, amendment or cancellation ofof any such Permits (with or without notice, any the lapse of the Company Permits would not, individually time or in the aggregate, have a Material Adverse Effectboth). Neither the Company nor any Company Subsidiary is is, and neither the Company nor any Company Subsidiary has been since June 30, 2007, in conflict with, or in default, breach or violation of, (ai) any material Law or Order 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 (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would notnot have, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, since June 30, 2007, neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority alleging that it is not in compliance in all material respects with any Law or Order.

Permits; Compliance. (a) Each of the Company and the its Subsidiaries is in possession of all registrations, franchises, grants, authorizations (including marketing authorizations), licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or its Subsidiaries to manufacture, market, sell or distribute the Subsidiaries Earn Out Products that are manufactured, marketed, sold or distributed, or to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not have a 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 have, or the suspension or cancellation of, any of the Company Permits . Except as would not, individually or in the aggregate, not have a Material Adverse Effect. Neither , neither the Company nor any Subsidiary its Subsidiaries is in conflict with, or in default, breach or violation of, of (ai) any Law (other than Laws related to the representations and warranties in Section 3.06(h), 3.14 or Section 3.18, which are solely the subject of such representations and warranties) applicable to the Company or any Subsidiary its Subsidiaries or by which any property or asset of the Company or any Subsidiary its Subsidiaries is bound or affected, affected or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation Permit to which the Company or any Subsidiary its Subsidiaries is a party or by which the Company or any Subsidiary its Subsidiaries or any property or asset of the Company or any Subsidiary its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "“Company Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a 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 have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance. Each Except as set forth in Section 4.05 of the Company Disclosure Schedule, each of the Company, the Company Partnerships and the other Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company, the Company Partnerships or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company “Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not have a Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not have a Material Adverse Effect. Neither the Company, the Company Partnerships nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (ai) any Law applicable to the Company, the Company Partnerships or any other Company Subsidiary or by which any property of their properties or asset of the Company or any Subsidiary assets is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company, the Company Partnerships or any other Company Subsidiary is a party or by which the Company, the Company Partnerships or any other Company Subsidiary or any property of their properties or asset of the Company or any Subsidiary assets is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, not have a Material Adverse Effect.

Permits; Compliance. Each of the The Company and the Subsidiaries is in possession of all ------------------- franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted, or as presently contemplated to be conducted (the "Company Permits"), except where the failure to have, ------- or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not have a Material Adverse Effect. No suspension or cancellation of any of the Company Permits Permits, which if adversely determined, would have a Material Adverse Effect, is pending or, to the knowledge Knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the . The Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary is not in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually not (A) prevent or in materially delay consummation of the aggregate, Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and (B) have a Material Adverse Effect.

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the --------------- failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a 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 have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance. Each Except as set forth in Section 5.05 of the Company NRT Disclosure Schedule, each of NRT and the Subsidiaries of NRT is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company NRT or the NRT Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company “NRT Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Company NRT Permits would not, individually or in the aggregate, not have a Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Company NRT Permits is pending or, to the knowledge Knowledge of the CompanyNRT, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company NRT Permits would not, individually or in the aggregate, not have a Material Adverse Effect. Neither the Company NRT nor any NRT Subsidiary is in conflict with, or in default, breach or violation of, (ai) any Law applicable to the Company NRT or any NRT Subsidiary or by which any property of their properties or asset of the Company or any Subsidiary assets is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company NRT or any NRT Subsidiary is a party or by which the Company NRT or any NRT Subsidiary or any property of their properties or asset of the Company or any Subsidiary assets is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, not have a Material Adverse Effect.

Permits; Compliance. Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or and the Company Subsidiaries to own, lease and operate its properties or in all material respects and to carry on its business in all material respects as it is now being conducted (the "each, a “Company Permits"Permit”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a 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 have, or the suspension or cancellation of, any of the Company Permits would not, individually or threatened in the aggregate, have a Material Adverse Effectwriting. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) 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, (b) any Company Permit or (bc) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permitpermit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their property or asset of the Company assets is bound or any Subsidiary is boundaffected, except except, in each case, for any such conflicts, defaults, breaches or violations that would notthat, individually or in the aggregate, (x) in the case of clause (a) and (c), have not had, and would not reasonably be expected to have a Company Material Adverse EffectEffect and (y) in the case of clause (b), have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as whole.

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "“Company Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. No As of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, or threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect.

Permits; Compliance. Each of the Company and the Subsidiaries each Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries any Subsidiary to own, lease and operate its properties or and assets and to carry on its business as it is now being conducted (the "Company “Permits"”), except where the failure to have, or the suspension or cancellation of, have any of the Company Permits would nothave not had and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company and each Subsidiary is in compliance with such Permits, except where the failure to be in compliance have not had and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, of any of the Company Permits would nothave not had and could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. Neither Except as set forth in Section 3.06 of the Company Disclosure Letter, neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affectedbound, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except except, with respect to clauses (a) and (b), for any such conflicts, defaults, breaches or violations that would nothave not had and could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. This Section 3.06 does not relate to matters with respect to Taxes, which are the subject of Section 3.11, or to environmental matters, which are the subject of Section 3.12.

Permits; Compliance. Each of the Company and the Company Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company “Permits"”), except where for those, the failure to absence of which would not individually or in the aggregate have a Company Material Adverse Effect. Except as would not have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. No , no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatenedthreatened in writing, except where the failure to haveand there are no defaults under, violations of, or the suspension events giving rise to a right of termination, amendment or cancellation ofof any such Permits (with or without notice, any the lapse of the Company Permits would not, individually time or in the aggregate, have a Material Adverse Effectboth). Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, in any material respect, (ai) any Law or Order 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, where such conflict, default, breach or violation would be material to the Company and the Company Subsidiaries, taken as a whole, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any where such conflictsconflict, defaultsdefault, breaches breach or violations that violation would notbe material to the Company and the Company Subsidiaries, individually or in the aggregate, have taken as a Material Adverse Effectwhole.