Common use of Permits, Licenses, Etc Clause in Contracts

Permits, Licenses, Etc. (a) Seller possesses, and is in compliance in all material respects with, all Permits and all other franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities necessary to (i) occupy, maintain, operate and use the Real Property as it is currently used and as it has been used by Seller over the last three years, (ii) conduct the Business as currently conducted and as it has been conducted over the last three years, and (iii) maintain and operate the Benefit Plans. Schedule 1(b)(iv) contains a true and complete list of all Permits. Each Permit has been lawfully and validly issued and is in full force and effect, and no proceeding is pending or, to Seller’s knowledge, threatened with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby will not result in the revocation, suspension, limitation or adverse modification of any Permit and, except as set forth in Schedule 4.20, no Permit will require the consent of its issuing authority to, or as a result of the consummation of, the transactions contemplated hereby.

Permits, Licenses, Etc. (a) Seller Except as set forth on Schedule 4.22(a)(i), the Company and ------------------- each Subsidiary possesses, and is in compliance in all material respects with, all Permits and all other franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities necessary to (i) occupy, maintain, operate and use the Real Property as it is currently used and as it has been used by Seller over the last three years, (ii) conduct the Business its business as currently conducted and as it has been conducted over the last three yearsconducted, and (iii) maintain and operate the Benefit PlansPlans (the "Permits"). ------- Schedule 1(b)(iv4.22(a)(ii) contains a true and complete list of all Permits. Each -------------------- Permit has been lawfully and validly issued and is in full force and effect, and no proceeding is pending or, to Seller’s knowledgethe Sellers' knowledge without inquiry or investigation, threatened threatened, with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Other Agreements and the consummation of the transactions contemplated hereby and thereby will not result in the revocation, suspension, limitation or adverse modification of any Permit and, except as set forth in Schedule 4.204.22(a)(iii), no Permit will require the consent of its issuing --------------------- authority to, or as a result of the consummation of, the transactions contemplated hereby.

Permits, Licenses, Etc. (a) Seller possessesCLW and SCWW each possess, and each is in material compliance in all material respects with, all Permits and all other material franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities necessary to to: (i) occupy, maintain, operate and use the Real Property as it is currently used and as it has been used by Seller over the last three yearsproposed to be used, (ii) conduct the Business its business as currently conducted and as it has been conducted over the last three yearsproposed to be conducted, and (iii) maintain and operate all Permits and Licenses (collectively the Benefit Plans“Permits”). Schedule 1(b)(iv4.16(a) contains a true and complete list of all Permits. Each Permit has been lawfully and validly issued and is in full force and effect, and no proceeding is pending or, to the Seller’s knowledgeKnowledge, threatened with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby will not result in the revocation, suspension, limitation or adverse modification of any Permit and, except as set forth in Schedule 4.204.16(a), no Permit will require the consent of its issuing authority to, or as a result of the consummation of, the transactions contemplated hereby.

Permits, Licenses, Etc. (a) Seller The Company possesses, and is ---------------------- operating in material compliance in all material respects with, all Permits and all other franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities necessary to (i) occupy, maintain, operate and use the Leased Real Property as it is currently used and proposed to be used (including, if applicable, with respect to stormwater runoff and treatment of any of the Leased Real Property as it has been used by Seller over the last three yearsa hazardous waste facility), (ii) conduct the Business its business as currently conducted and as it has been conducted over the last three yearsproposed to be conducted, and (iii) maintain and operate its employee benefit plans (the Benefit Plans"Permits"). Schedule 1(b)(iv) 3.16 contains a true and complete list of all PermitsPermits and ------- each expiration date and scheduled renewal date related to each Permit. Each Permit has been lawfully and validly issued and is in full force and effectissued, and no proceeding is pending or, to Seller’s the Shareholders' knowledge, threatened with respect to looking toward the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement will not result in the revocation, suspension, suspension or limitation or adverse modification of any Permit and, except as set forth in Schedule 4.203.16, no Permit will require the consent of its issuing authority to, to or as a result of the consummation of, of the transactions contemplated hereby.

Permits, Licenses, Etc. (a) Seller The Company possesses, and is ---------------------- operating in compliance in all material respects with, all Permits and all other franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities necessary to (i) occupy, maintain, operate and use the Leased Real Property as it is currently used and proposed to be used (including, if applicable, with respect to stormwater runoff and treatment of any of the Leased Real Property as it has been used by Seller over the last three yearsa hazardous waste facility), (ii) conduct the Business its business as currently conducted and as it has been conducted over the last three yearsproposed to be conducted, and (iii) maintain and operate its employee benefit plans (the Benefit Plans"Permits") except, in each such case, where the failure to so possess ------- or comply would not result in a Material Adverse Effect. Schedule 1(b)(iv) 3.16 contains a true and complete list of all PermitsPermits and each expiration date and scheduled renewal date related to each Permit. Each Permit has been lawfully and validly issued and is in full force and effectissued, and no proceeding is pending or, to Seller’s knowledgethe knowledge of the Principal Shareholders, threatened with respect to looking toward the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement will not result in the revocation, suspension, suspension or limitation or adverse modification of any Permit and, except as set forth in Schedule 4.203.16, no Permit will require the consent of its issuing authority to, to or as a result of the consummation of, of the transactions contemplated hereby.

Permits, Licenses, Etc. (a) Seller The Company possesses, and is in material compliance in all material respects with, all Permits and all other material franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities necessary to (i) occupy, maintain, operate and use the Real Property as it is currently used and as it has been used by Seller over the last three yearsproposed to be used, (ii) conduct the Business its business as currently conducted and as it has been conducted over the last three yearsproposed to be conducted, and (iii) maintain and operate the Benefit PlansPlans (collectively the "Permits"). Schedule 1(b)(iv4.16(a) contains a true and complete list of all Permits. Each Permit has been lawfully and validly issued and is in full force and effect, and no proceeding is pending or, to Seller’s knowledgethe Company's Knowledge, threatened with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby will not result in the revocation, suspension, limitation or adverse modification of any Permit and, except as set forth in Schedule 4.204.16(a), no Permit will require the consent of its issuing authority to, or as a result of the consummation of, the transactions contemplated hereby.

Permits, Licenses, Etc. (a) Seller The Company possesses, and ---------------------- is operating in compliance in all material respects with, all Permits and all other franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities necessary to (i) occupy, maintain, operate and use the Leased Real Property as it is currently used and proposed to be used (including, if applicable, with respect to storm water runoff and treatment of any of the Leased Real Property as it has been used by Seller over the last three yearsa hazardous waste facility), (ii) conduct the Business its business as currently conducted and as it has been conducted over the last three yearsproposed to be conducted, and (iii) maintain and operate its employee benefit plans (the Benefit Plans"Permits"). Schedule 1(b)(iv) 3.16 contains a true and complete list of all PermitsPermits and ------- each expiration date and scheduled renewal date related to each Permit. Each Permit has been lawfully and validly issued and is in full force and effectissued, and no proceeding is pending or, to Seller’s knowledge, or threatened with respect to looking toward the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement will not result in the revocation, suspension, suspension or limitation or adverse modification of any Permit and, except as set forth in Schedule 4.203.16, no Permit will require the consent of its issuing authority to, to or as a result of the consummation of, of the transactions contemplated hereby.

Permits, Licenses, Etc. (a) Seller The Company possesses, and is ---------------------- operating in material compliance in all material respects with, all Permits and all other franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities necessary to (i) occupy, maintain, operate and use the Leased Real Property as it is currently used and proposed to be used (including, if applicable, with respect to storm water runoff and treatment of any of the Leased Real Property as it has been used by Seller over the last three yearsa hazardous waste facility), (ii) conduct the Business its business as currently conducted and as it has been conducted over the last three yearsconducted, and (iii) maintain and operate its employee benefit plans (the Benefit Plans. Schedule 1(b)(iv) contains a true and complete list of all "Permits"). Each Permit has been lawfully and validly issued and is in full force and effectissued, and no ------- proceeding is pending or, to Seller’s knowledge, or threatened with respect to looking toward the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby will not result in the revocation, suspension, suspension or limitation or adverse modification of any Permit and, except as set forth in Schedule 4.20, and no Permit will require the consent of its issuing authority to, or as a result of the consummation of, of the transactions contemplated hereby. All Permits will be made available to Buyer pursuant to Section 8.04 hereof.

Permits, Licenses, Etc. (a) Seller To Seller’s Knowledge, the Company possesses, and is in material compliance in all material respects with, all Permits and all other material franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities necessary to (i) occupy, maintain, operate and use the Real Property as it is currently used and as it has been used by Seller over the last three yearsproposed to be used, (ii) conduct the Business its business as currently conducted and as it has been conducted over the last three yearsproposed to be conducted, and (iii) maintain and operate the Benefit PlansPlans (collectively the “Permits”). Schedule 1(b)(iv4.16(a) contains a true and complete list of all Permits. Each Permit has been lawfully and validly issued and is in full force and effect, and no proceeding is pending or, to Seller’s knowledgeKnowledge, threatened with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby will not result in the revocation, suspension, limitation or adverse modification of any Permit and, except as set forth in Schedule 4.204.16(a), no Permit will require the consent of its issuing authority to, or as a result of the consummation of, the transactions contemplated hereby.

Permits, Licenses, Etc. (a) Except as set forth in SCHEDULE 4.20(a)(i), Seller possesses, and is in compliance in all material respects with, all Permits and all other franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities necessary to (i) occupy, maintain, operate and use the Real Property as it is currently used and as it has been used by Seller over the last three yearsproposed to be used, (ii) conduct the Business as currently conducted and as it has been conducted over the last three yearsproposed to be conducted, and (iii) maintain and operate the Benefit Plans. Schedule 1(b)(iv) contains a A true and complete list listing of all PermitsPermits held by Seller for the operation of the Business is set forth on SCHEDULE 4.20(a)(ii). Each Except as set forth on SCHEDULE 4.20(a)(iii), each Permit has been lawfully and validly issued and is in full force and effect, and no proceeding is pending or, to Seller’s 's knowledge, threatened with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby will not result in the revocation, suspension, limitation or adverse modification of any Transferable Permit and, except as set forth in Schedule 4.20SCHEDULE 4.20(a)(iv), no Transferable Permit will require the consent of its issuing authority to, or as a result of the consummation of, the transactions contemplated hereby.

Permits, Licenses, Etc. (a) The Seller possesses, and is in compliance in all material respects with, all Permits and all other franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities necessary to (i) occupy, maintain, operate and use the Real Property as it is currently used and as it has been used by Seller over the last three yearsproposed to be used, (ii) conduct the Business as currently conducted and as it has been conducted over the last three yearsproposed to be conducted, and (iii) maintain and operate the Benefit Plans. Schedule 1(b)(ivSCHEDULE 1(a)(v) contains a true and complete list of all Permits. Each Permit has been lawfully and validly issued and is in full force and effect, and no proceeding is pending or, to the Seller’s 's knowledge, threatened with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby will not result in the revocation, suspension, limitation or adverse modification of any Permit and, except as set forth in Schedule SCHEDULE 4.20, all Permits are freely assignable to Matria at the Closing, no Permit will require the consent of its issuing authority to, or as a result of the consummation of, the transactions contemplated hereby.

Permits, Licenses, Etc. (a) Except as set forth on Schedule 3.22(a)(i), each Seller possesses, and is in compliance in all material respects with, all Permits and all other franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities (collectively, the "Permits") necessary to (i) occupy, maintain, operate and use the Real Property as it is currently used and as it has been used by Seller over the last three years, (ii) conduct the Business its business as currently conducted and as it has been conducted over the last three yearsconducted, and (iii) maintain and operate the Benefit Plans. Schedule 1(b)(iv3.22(a)(ii) contains a true and complete list of all Permits. Each Permit has been lawfully and validly issued and is in full force and effect, and no proceeding is pending or, to Seller’s the Sellers' knowledge, threatened threatened, with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Other Agreements and the consummation of the transactions contemplated hereby and thereby will not result in the revocation, suspension, limitation or adverse modification of any Permit and, except as set forth in Schedule 4.203.22(a)(iii), no Permit will require the consent of its issuing authority to, or as a result of the consummation of, the transactions contemplated hereby.

Permits, Licenses, Etc. (a) Seller possessesThe Company and the Transferring Subsidiary possess, and is are in compliance in all material respects with, all Permits and all other franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities necessary to (i) occupy, maintain, operate and use the Real Property as it is currently used and as it has been used by Seller over the last three years, (3) years and (ii) conduct the Business as currently conducted and as it has been conducted over the last three (3) years, and (iii) maintain and operate the Benefit Plans. Schedule 1(b)(iv1(a)(vi) contains a true and complete list of all Permits. Each Permit has been lawfully and validly issued and is in full force and effect, and no proceeding is pending or, to Seller’s knowledgethe Knowledge of the Company or the Transferring Subsidiary, threatened with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby will not result in the revocation, suspension, limitation or adverse modification of any Permit and, except as set forth in Schedule 4.204.20(a), no Permit will require the consent of its issuing authority to, or as a result of the consummation of, the transactions contemplated hereby.

Permits, Licenses, Etc. (a) Seller The Company possesses, and is operating in material compliance in all material respects with, all Permits and all other franchises, licenses, permits, certificates, authorizations, rights and other approvals of Governmental Entities necessary to (i) occupy, maintain, operate and use the Leased Real Property as it is currently used and proposed to be used (including, if applicable, with respect to storm water runoff and treatment of any of the Leased Real Property as it has been used by Seller over the last three yearsa hazardous waste facility), (ii) conduct the Business its business as currently conducted and as it has been conducted over the last three yearsconducted, and (iii) maintain and operate its employee benefit plans (the Benefit Plans. Schedule 1(b)(iv) contains a true and complete list of all "Permits"). Each Permit has been lawfully and validly issued and is in full force and effectissued, and no proceeding is pending or, to Seller’s knowledge, or threatened with respect to looking toward the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby will not result in the revocation, suspension, suspension or limitation or adverse modification of any Permit and, except as set forth in Schedule 4.20, and no Permit will require the consent of its issuing authority to, or as a result of the consummation of, of the transactions contemplated hereby. All Permits will be made available to Buyer pursuant to Section 8.04 hereof.