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, or as presently contemplated to be conducted (the "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which suspension or cancellation would 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, 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would 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, or as presently contemplated to be conducted (the "Permits"), except where the failure to have, or the suspension ------- or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which suspension or cancellation would 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, 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would 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 portion of its business.

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all registrations, 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 "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits Permits, individually or in the aggregate, would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not prevent or materially delay consummation of the Offer or the Merger and would 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, 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 violations, individually or in the aggregate, that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would 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, or as presently contemplated to be conducted (the "“Permits"), ”) except where the failure to have, or the suspension or cancellation of, any of the obtain such Permits would not not, individually or in the aggregate, prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and Agreement, or would not not, individually or in the aggregate, have a Material Adverse Effect. No As of the date of this Agreement, no suspension or cancellation of any of the material Permits is pending or, to the knowledge of the Company, threatened, which suspension or cancellation would have a Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) of 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, except where such conflict, default, breach or (b) violation of any noteLaw would not, bondindividually or in the aggregate, mortgage, indenture, contract, agreement, lease, license, 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and Agreement, or would not not, individually or in the aggregate, 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 portion of its business, except where such failure to hold any security clearance or be a party to any special security arrangement would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement, or would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance. Each Except as set forth in Section 4.06 of the Disclosure Schedule, 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 as presently contemplated to be conducted (the "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not not, have a Material Adverse Effect. No Except as set forth in Section 4.06 of the Disclosure Schedule, as of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. Neither Except as set forth in Section 4.06 of the Disclosure Schedule, 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, 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Permits; Compliance. (a) Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, certifications, 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to 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, threatened, which suspension or cancellation would 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 in either case for any such conflicts, defaults, breaches or violations that would not prevent or materially delay the consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance. (a) Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, registrations, easements, variances, exceptions, consents, certificates, approvals charters, 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 to carry on its business as it is now being conducted, or as presently contemplated to be conducted (the "Permits"each, a “Company Permit”), except where the failure to havedo so, individually or in the suspension or cancellation ofaggregate, any of the Permits would has not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement been, and would not have a Material Adverse Effectreasonably be expected to be, material to the Company or any Company Subsidiary. No suspension suspension, limitation, adverse modification or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatenedthreatened in writing. To the knowledge of the Company, which suspension no event has occurred that, with or cancellation without notice or lapse of time or both, would have a Material Adverse Effectreasonably be expected to result in the revocation, suspension, lapse or limitation of any such Company Permit. Neither the Company nor any of the Company Subsidiaries have been notified or presently has any reason to believe that any Company Permit will not be renewed in the ordinary course of business upon its expiration. 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, or any Company Permit or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, 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 boundMaterial Contract, except for any such conflicts, defaults, breaches or violations that would that, individually or in the aggregate, in the case of clauses (a) and (b) have not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement been, and would not have a Material Adverse Effectreasonably be expected to be, material to the Company or any Company Subsidiary.

Permits; Compliance. Each of the Company and the its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Permits from appropriate Governmental Authority Bodies (including the FCC) necessary for each of the Company or the any of its Subsidiaries to own, lease and operate its properties or to carry on its business their respective businesses as it is they are now being conducted, or as presently contemplated to be 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 does not and would not prevent not, individually or materially delay consummation of in the Offer aggregate, (a) have a Material Adverse Effect on the Company or on the Merger TCI Group or otherwise (b) prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effectconsummation of the Merger. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Company Permits does not and would not, individually or in the aggregate, (x) have a Material Adverse EffectEffect on the Company or on the TCI Group or (y) prevent or materially delay the consummation of the Merger. Neither the Company nor any Subsidiary of its Subsidiaries is in conflict with, or in default, breach default or violation of, (ai) any Law applicable to the Company or any Subsidiary of its Subsidiaries or by which any property property, asset or asset operation of the Company or any Subsidiary of its Subsidiaries is bound or affected, affected or (bii) any noteCompany Permits, bondexcept for such conflicts, mortgagedefaults or violations that do not and would not, indentureindividually or in the aggregate, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which (A) have a Material Adverse Effect on the Company or any Subsidiary is a party on the TCI Group 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 prevent or materially delay consummation of the Offer or the Merger or otherwise (B) prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effectconsummation of the Merger.

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 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, 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 prevent reasonably be expected to, individually or materially delay consummation of in the Offer aggregate, (A) have a Company Material Adverse Effect or the Merger or otherwise (B) prevent or materially delay the Company from performing its obligations under performance of this Agreement and would not have a Material Adverse Effect. No by the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the actual knowledge of the executive officers of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to, individually or in the aggregate, (A) have a Company Material Adverse EffectEffect or (B) 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 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, 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 not prevent reasonably be expected to individually or materially delay consummation of in the Offer aggregate, (A) have a Company Material Adverse Effect or the Merger or otherwise (B) prevent or materially delay the Company from performing its obligations under performance of this Agreement and would not have a Material Adverse Effectby the Company.

Permits; Compliance. Each of the Company and the its 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 its 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 "“Permits"” or, individually, “Permit”), except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Merger and would not have a Material Adverse Effect. Neither the Company nor any Subsidiary of its Subsidiaries is in conflict with, or in default, breach or violation of, (a) of any Law applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any Subsidiary of its Subsidiaries or any property or asset of the Company or any Subsidiary of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Permits; Compliance. Each of the Company and the its 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 its 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 "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Company Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Merger and would not have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of its Subsidiaries is in conflict with, or in default, breach or violation of, (a) any Law 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, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any Subsidiary of its Subsidiaries or any property or asset of the Company or any Subsidiary of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Company 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 the Company 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 "“Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Permits Permits, individually or in the aggregate, would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which and there have occurred no defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of any such Permits (with or without notice, the lapse of time or both), except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not prevent or materially delay consummation of the Offer or the Merger and would not have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is is, and neither the Company nor any Company Subsidiary since February 1, 2007 has been, in conflict with, or in default, breach 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, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise Company Material Contract or other instrument or obligation material 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 that, individually or in the aggregate, would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has, since February 1, 2007, received any written notice from any Governmental Authority alleging that it is not in compliance in all material respects with any Law.

Permits; Compliance. Each of the Company and the its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Permits from appropriate Governmental Authority Bodies (including the FCC) necessary for each of the Company or the any of its Subsidiaries to own, lease and operate its properties or to carry on its business their respective businesses as it is they are now being conducted, or as presently contemplated to be 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 does not and would not prevent not, individually or materially delay consummation of in the Offer aggregate, (a) have a Material Adverse Effect on the Company or the Merger or otherwise (b) prevent or materially delay the Company from performing its obligations under performance of this Agreement and would not have a Material Adverse Effectby the Company. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Company Permits does not and would not, individually or in the aggregate, (x) have a Material Adverse EffectEffect on the Company or (y) prevent or materially delay the performance of this Agreement by the Company. Neither the Company nor any Subsidiary of its Subsidiaries is in conflict with, or in default, breach default or violation of, (ai) any Law applicable to the Company or any Subsidiary of its Subsidiaries or by which any property property, asset or asset operation of the Company or any Subsidiary of its Subsidiaries is bound or affected, affected or (bii) any noteCompany Permits, bondexcept for such conflicts, mortgagedefaults or violations that do not and would not, indentureindividually or in the aggregate, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which (A) have a Material Adverse Effect on 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 prevent or materially delay consummation of the Offer or the Merger or otherwise (B) prevent or materially delay the Company from performing its obligations under performance of this Agreement and would not have a Material Adverse Effectby 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 ("PERMITS") 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, except where the failure to have, or as presently contemplated the suspension or cancellation of, any of the Permits would not have a Material Adverse Effect on the Company. As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to be conducted (the "Permits")knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of Effect on the Company, threatened, which suspension or cancellation would 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, 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) above, for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and or would not have a Material Adverse EffectEffect on the Company.

Permits; Compliance. Each (a) Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, the Company and the each of its 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 "Permits"), except where the failure to havepossess, or the suspension or cancellation of, any of the Company Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Company Material Adverse Effect. Each Company Permit is valid and in full force and effect, except where the failure to be valid or in full force or effect would not have a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the Company, threatened, which suspension and no Company Permit shall be terminated or cancellation materially impaired or become terminable, in whole or in part, as a result of the consummation of the Merger, except where the failure to possess, or the suspension, cancellation, termination or impairment of, any of the Company Permits would not have a Company Material Adverse Effect. Neither Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of its Subsidiaries is in conflict with, has infringed or is in default, breach or violation of, (a) any Law or Company Permit applicable to the Company or any Subsidiary of its Subsidiaries or by which any product, service, property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, 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, infringements, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Company Material Adverse Effect. To the Company’s Knowledge, except as set forth in Section 4.06(a) of the Company Disclosure Schedule, no event has occurred, or condition or state of facts exists, which constitutes, or after notice or lapse of time or both, would constitute, a breach or default in any material respect under any such Company Permit, or which permits, or after notice or lapse of time or both, would permit revocation or termination of any such Company Permit, or which would materially and adversely affect the rights of the Company or any of its Subsidiaries under any such Company Permit.

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 conducted and substantially as presently contemplated described in the Company’s SEC Reports filed prior to be conducted the date hereof (the "“Permits"”), and all such Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Permits would not not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Offer or the Merger or Transactions, (B) otherwise prevent or materially delay performance by the Company from performing of any of its material obligations under this Agreement and would not or any Ancillary Agreement or (C) have a Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, reasonably be expected to 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, 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 not not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Offer or the Merger or Transactions, (B) otherwise prevent or materially delay performance by the Company from performing of any of its material obligations under this Agreement and would not or any Ancillary Agreement or (C) have a Material Adverse Effect. Since the enactment of SOX, the Company and each of its officers and directors have been and are in compliance in all material respects with (A) the applicable provisions of SOX and the related rules and regulations promulgated thereunder and under the Exchange Act and (B) the applicable listing and corporate governance rules and regulations of the Nasdaq.

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 as presently contemplated to be conducted (the "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. Neither Except as set forth in Section 4.06 of the Disclosure Schedule, 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, 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would 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, or as presently contemplated to be conducted (the "PermitsPERMITS"), except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger and would 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, 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Permits; Compliance. Each Except for environmental matters discussed in Section 3.12 and except as set forth in Section 3.06 of the Disclosure Schedule, each of the Company and the Subsidiaries each Company Subsidiary 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, or as presently contemplated to be conducted (the "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent reasonably be expected to (a) have a Material Adverse Effect or materially delay consummation of the Offer or the Merger or otherwise (b) prevent or materially delay the Company from performing its obligations under performance of this Agreement by the Company, and would not have a Material Adverse Effect. No no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which suspension or cancellation would 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, 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 prevent reasonably be expected to (A) have a Material Adverse Effect or materially delay consummation of the Offer or the Merger or otherwise (B) prevent or materially delay the Company from performing its obligations under performance of this Agreement and would not have a Material Adverse Effectby the Company.

Permits; Compliance. Each (i) The business of each of the Company and its Subsidiaries is conducted in compliance with all material Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound, (ii) the Company is in compliance with the applicable listing, corporate governance and other rules and regulations of NYSE, (iii) each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties (“Company Permits”), (iv) each of the Company or and its Subsidiaries is in compliance with the Subsidiaries to ownterms of such Company Permits, lease and operate its properties or to carry on its business as it is now being conducted, or as presently contemplated (vi) no such Company Permit shall cease to be conducted (effective as a result of the "Permits")Transactions, except where the except, in each case, for any such non-compliance, non-possession or failure to havecomplete or remain effective as would not, individually or in the suspension or cancellation ofaggregate, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which suspension or cancellation would have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, of its Subsidiaries has received any written communication during the past two years from a Governmental Authority that alleges (ax) any Law applicable to that the Company or any Subsidiary of its Subsidiaries is not in compliance with any Law, (y) any actual, alleged, possible or by which any property or asset of the Company or any Subsidiary is bound or affectedpotential violation of, or failure to comply with, any term or requirement of any Company Permit or (bz) any noteactual, bondproposed, mortgagepossible or potential revocation, indenturewithdrawal, contractsuspension, agreementcancellation, leasetermination, license, nonrenewal or modification of any such Company Permit, franchise except, in the case of each of subsections (x), (y) and (z) above, which would not, individually or other instrument or obligation to which in 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 boundaggregate, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Company Material Adverse Effect.

Permits; Compliance. Each of the Company and the its 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 its 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effectmaterial adverse effect on the Company. 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, which except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not prevent or materially delay consummation of the Merger and would not have a Material Adverse Effectmaterial adverse effect on the Company. Neither the Company nor any Subsidiary of its Subsidiaries is in conflict with, or in default, breach or violation of, (a) any Law 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, 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 of its Subsidiaries is a party or by which the Company or any Subsidiary of its Subsidiaries or any property or asset of the Company or any Subsidiary of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effectmaterial adverse effect on the Company.

Permits; Compliance. Each Except as set forth in Section 4.06 of the Disclosure Schedule, 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 as presently contemplated to be conducted (the "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not not, individually or in the aggregate, have a Material Adverse Effect. No Except as set forth in Section 4.06 of the Disclosure Schedule, as of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect. Neither Except as set forth in Section 4.06 of the Disclosure Schedule, 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, 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not not, individually or in the aggregate, have a Material Adverse Effect.

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, 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 have such Company Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be 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, threatenedthreatened in writing, which except where such suspension or cancellation would not reasonably be expected to have a Company Material Adverse Effect. 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, 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 boundexcept, except in each case, for any such conflicts, defaults, breaches or violations that would not prevent have or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communications or, to the Company’s knowledge, any other communications from performing its obligations under this Agreement and a Governmental Authority that alleges that such Company or Company Subsidiary is not in compliance with any Law or Governmental Order, except where such alleged non-compliance would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all registrations, 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 "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits Permits, individually or in the aggregate, would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement Transactions and would not have a Company Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not prevent or materially delay consummation of the Transactions and would not 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, contractContract, agreement, lease, license, 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 violations, individually or in the aggregate, that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement Transactions and would not have a Company Material Adverse Effect.

Permits; Compliance. (a) 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 and assets or to carry on its business as it is now being conducted, or conducted as presently contemplated described in the Company's SEC Reports filed prior to be conducted the date hereof (the "Permits"), and all such Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Permits would not not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Offer or the Merger or Transactions, (B) otherwise prevent or materially delay performance by the Company from performing of any of its material obligations under this Agreement and would not or any Ancillary Agreement or (C) have a Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, reasonably be expected to 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, 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 not not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Offer or the Merger or Transactions, (B) otherwise prevent or materially delay performance by the Company from performing of any of its material obligations under this Agreement and would not or any Ancillary Agreement or (C) 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, or as presently contemplated to be conducted (the "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would 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, 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.a

Permits; Compliance. Each of the Company and the Subsidiaries its 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 and its 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not 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, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not prevent or materially delay consummation of the Merger and would not have a Company Material Adverse Effect. Neither None of the Company nor any Subsidiary or its subsidiaries is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary it or by which any property or asset of any of the Company or any Subsidiary its subsidiaries 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 any of the Company or any Subsidiary its subsidiaries is a party or by which any of the Company or any Subsidiary its subsidiaries or any property or asset of any of the Company or any Subsidiary its subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Company 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, or as presently contemplated to be conducted (the "Permits"each, a “Company Permit”), except where the failure to have, or the suspension or cancellation of, any of the . All Company Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement are valid and would not have a Material Adverse Effect. No in force and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, threatened in writing and no event has occurred which would result in the suspension or cancellation of the Company Permits. All Company Subsidiaries regularly pay all necessary municipality fees (işgaliye bedeli) and there have been no decisions of any local municipalities (including, without limitation, the confiscation of any Company Subsidiary’s e-scooters or any monetary or non-monetary fines) against any of the Company’s Subsidiaries, in each case, except as would have not reasonably be expected to result in a Company Material Adverse Effect. 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, 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 that, individually or in the aggregate, (x) in the case of clause (a) and (c), have not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement 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, or as presently contemplated to be conducted (the "Permits"), except where the ------- failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would 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, 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.a

Permits; Compliance. Each of the Company and the its Subsidiaries is in ------------------- possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Permits from appropriate Governmental Authority Bodies (including the FCC) necessary for each of the Company or the any of its Subsidiaries to own, lease and operate its properties or to carry on its business their respective businesses as it is they are now being conducted, or as presently contemplated to be 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 does not and would not prevent not, individually or materially delay consummation of in the Offer aggregate, (a) have a Material Adverse Effect on the Company or the Merger or otherwise (b) prevent or materially delay the Company from performing its obligations under performance of this Agreement and would not have a Material Adverse Effectby the Company. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, which except where the failure to have, or the suspension or cancellation of, any of the Company Permits does not and would not, individually or in the aggregate, (x) have a Material Adverse EffectEffect on the Company or (y) prevent or materially delay the performance of this Agreement by the Company. Neither the Company nor any Subsidiary of its Subsidiaries is in conflict with, or in default, breach default or violation of, (ai) any Law applicable to the Company or any Subsidiary of its Subsidiaries or by which any property property, asset or asset operation of the Company or any Subsidiary of its Subsidiaries is bound or affected, affected or (bii) any noteCompany Permits, bondexcept for such conflicts, mortgagedefaults or violations that do not and would not, indentureindividually or in the aggregate, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which (A) have a Material Adverse Effect on 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 prevent or materially delay consummation of the Offer or the Merger or otherwise (B) prevent or materially delay the Company from performing its obligations under performance of this Agreement and would not have a Material Adverse Effectby the Company.

Permits; Compliance. Each Except as set forth in Section 4.06 of the Company Disclosure Schedule, each of the Company and the Subsidiaries 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 Subsidiary 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 not, individually or in the aggregate, prevent or materially delay consummation of the Offer Merger or any of the Merger other transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not not, individually or in the aggregate, have a Company Material Adverse Effect. No The Company has not received notice that any suspension or cancellation of any of the Company Permits is pending orand, to the knowledge of the Company, threatened, which no such suspension or cancellation is threatened, except for such suspension or cancellation of Company Permits that would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or any of the other transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Company Material Adverse Effect. Neither Except as set forth in Section 4.06 of the Company Disclosure Schedule, neither the Company nor any the Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any the Subsidiary or by which any property or asset of the Company or any the 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 the Subsidiary is a party or by which the Company or any the Subsidiary or any property or asset of the Company or any the Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not not, individually or in the aggregate, prevent or materially delay consummation of the Offer Merger or any of the Merger other transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not not, individually or in the aggregate, have a Company Material Adverse Effect. None of the Company, the Subsidiary or their respective directors, officers, employees, independent contractors or agents have engaged in any activities that would lead to any material penalties of any kind against Company or the Subsidiary under Sections 1128A, 1128B or 1877 of the Social Security Act (42 U.S.C. ss.ss. 1320a-7a, 1320a-7b and 1395nn), the False Claims Act (31 U.X.X. ss. 3729 et seq.), the False Statements Act (18 U.S.C. ss. 1001), the Program Fraud Civil Penalties Act (31 U.S.C. ss. 3801 et seq.), the Food, Drug and Cosmetic Act (21 U.S.C. ss. 301 et. seq.) (all as amended or superseded), or the anti-fraud and abuse provisions of the Health Insurance Portability and Accountability Act of 1996 (18 U.S.C. ss. 1347, 18 U.S.C. ss. 669, 18 U.S.C. ss. 1035, 18 U.S.C. ss. 1518) and the corresponding fraud and abuse, false claims and anti-self referral, manufacturing and marketing statutes and regulations in each state or other jurisdictions where the Company or the Subsidiary has engaged in business operations.

Permits; Compliance. Each Except as set forth in Section 4.05 of the Company Disclosure Schedule, each of the Company, the Partnership and the other 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 Company, the Partnership 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 "“Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent have or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect. No suspension suspension, cancellation or cancellation modification of any of the Permits is pending or, to the knowledge of the Company, threatenedthreatened except where the failure to have or the suspension, which suspension cancellation or cancellation modification would not have a Material Adverse Effect. Neither the Company Company, the Partnership nor any Subsidiary is in conflict with, or in default, breach or violation of, (ai) any Law applicable to the Company Company, the Partnership or any other 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, Permit, franchise or other instrument or obligation to which the Company Company, the Partnership or any other Subsidiary is a party or by which the Company Company, the Partnership or any other 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 prevent have or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect. None of the Company or any Subsidiary nor, to the knowledge of the Company, any of their respective directors, managers, members, partners or officers, has (i) used any of the Company’s, the Partnership’s or any Subsidiary’s funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any domestic government official or employee from any of the Company’s, Partnership’s or any Subsidiary’s funds; or (iii) made any bribe, rebate, payoff, influence payment, “kickback” or other unlawful payment to any person or entity with respect to any of the Company’s, Partnership’s or any Subsidiary’s matters.