Common use of Permits, Licenses, Etc Clause in Contracts

Permits, Licenses, Etc. (a) Except as set forth on Schedule 4.22(a)(i), the Company and ------------------- each Subsidiary possesses, and is in compliance with, all 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 (ii) conduct its business as currently conducted, and (iii) maintain and operate the Benefit Plans (the "Permits"). ------- Schedule 4.22(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 the Sellers' knowledge without inquiry or investigation, threatened, with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the 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 4.22(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. (b) Schedule 4.22(b)(i) identifies all Permits which materially ------------------- restrict the present output of the Company or any Subsidiary, which limit the term of possession or operation of any material assets of the Company or any Subsidiary, or which pertain to environmental discharge. Neither the Company, any Subsidiary nor any Seller has been notified or presently has reason to believe any of the Permits will not in the Ordinary Course be renewed upon its expiration. Except as set forth on Schedule 4.22(b)(ii), neither the Company -------------------- nor any Subsidiary is in breach of, or has received in writing or, to Sellers' knowledge, otherwise any claim or assertion that the Company or any Subsidiary has breached any of the terms or conditions of any Permit.

Permits, Licenses, Etc. (a) Except as set forth on Schedule 4.22(a)(i), the Company and ------------------- each Subsidiary 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 its business the Business as currently conductedconducted and as it has been conducted over the last three years, and (iii) maintain and operate the Benefit Plans (the "Permits")Plans. ------- Schedule 4.22(a)(ii1(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 the Sellers' knowledge without inquiry or investigationSeller’s knowledge, threatened, threatened with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Other 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 4.22(a)(iii)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. (b) Schedule 4.22(b)(i) 4.20 identifies all Permits which materially ------------------- restrict the present output of the Company or any SubsidiarySeller, which limit the term of possession or operation of any material assets of the Company or any SubsidiarySeller, or which pertain to environmental discharge. Neither the Company, any Subsidiary nor any Seller has not been notified or nor does it presently has have reason to believe any of the Permits will not in the Ordinary Course be renewed upon its expiration. Except as set forth on Schedule 4.22(b)(ii), neither the Company -------------------- nor any Subsidiary Seller is not in breach of, or nor has Seller received in writing or, to Sellers' Seller’s knowledge, otherwise any claim or assertion that the Company or any Subsidiary Seller has breached any of the terms or conditions of any Permit.

Permits, Licenses, Etc. (a) Except as set forth on Schedule 4.22(a)(i), the The Company and ------------------- each the Transferring Subsidiary possessespossess, 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 over the last three (3) years and (ii) conduct its business the Business as currently conducted, conducted and as it has been conducted over the last three (iii3) maintain and operate the Benefit Plans (the "Permits")years. ------- Schedule 4.22(a)(ii1(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 the Sellers' knowledge without inquiry Knowledge of the Company or investigationthe Transferring Subsidiary, threatened, threatened with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Other 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 4.22(a)(iii4.20(a), no Permit will require the consent of its issuing --------------------- authority to, or as a result of the consummation of, the transactions contemplated hereby. (b) Schedule 4.22(b)(i4.20(b) identifies contains a true and complete list of all Permits which materially ------------------- that restrict the present output of the Company or any the Transferring Subsidiary, which that limit the term of possession or operation of any material assets of the Company or any Subsidiary, the Transferring Subsidiary or which that pertain to environmental discharge. Neither the Company, any Company nor the Transferring Subsidiary nor any Seller has been notified or notified, nor do they presently has have reason to believe believe, that any of the Permits will not in the Ordinary Course be renewed upon its expiration. Except as set forth on Schedule 4.22(b)(ii), neither Neither the Company -------------------- nor any the Transferring Subsidiary is in breach ofof any terms or conditions, or and neither Company nor the Transferring Subsidiary has received in writing or, to Sellers' knowledgethe Knowledge of the Company or the Transferring Subsidiary, otherwise otherwise, any claim or assertion that the Company or any the Transferring Subsidiary has breached any of the terms or conditions of any Permit.

Permits, Licenses, Etc. (a) Except as set forth on Schedule 4.22(a)(i3.22(a)(i), the Company and ------------------- each Subsidiary Seller possesses, and is in compliance with, all 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 (ii) conduct its business as currently conducted, and (iii) maintain and operate the Benefit Plans (the "Permits")Plans. ------- Schedule 4.22(a)(ii3.22(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 the Sellers' knowledge without inquiry or investigationknowledge, threatened, with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the 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 4.22(a)(iii3.22(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. (b) Schedule 4.22(b)(i3.22(b)(i) identifies all Permits which materially ------------------- restrict the present output of the Company or any SubsidiarySeller, which limit the term of possession or operation of any material assets of the Company or any SubsidiarySeller, or which pertain to environmental discharge. Neither the Company, any Subsidiary nor any No Seller has been notified or presently has reason to believe any of the Permits will not in the Ordinary Course be renewed upon its their expiration. Except as set forth on Schedule 4.22(b)(ii3.22(b)(ii), neither the Company -------------------- nor any Subsidiary no Seller is in material breach of, or has received in writing or, to Sellers' knowledge, or otherwise any claim or assertion that the Company or any Subsidiary such Seller has breached any of the terms or conditions of any Permit.

Permits, Licenses, Etc. (a) Except as The Seller is duly licensed to conduct insurance business under the laws of the State of New Jersey and under the laws of each other State of the United States and the District of Columbia in the capacity and subject to the limitations set forth opposite each such jurisdiction on Schedule 4.22(a)(i)Section 2.4 of the Seller's Disclosure Schedule. Such limitations individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect. The Seller has been duly authorized by all necessary Governmental Authorities to issue the Reinsured Policies and to reinsure the Policies subject to the Inward Reinsurance Agreements in the respective jurisdictions in which they have been issued. The Seller has all Permits necessary to conduct the Business in the manner and in the areas in which the Business is presently being conducted, subject, in the Company and ------------------- case of insurance licenses, to the limitations set forth opposite each Subsidiary possessesjurisdiction on Section 2.4 of the Seller's Disclosure Schedule, and is in compliance with, all franchises, licenses, permits, certificates, authorizations, rights such Permits are valid and other approvals of Governmental Entities necessary to (i) occupy, maintain, operate and use the Real Property as it is currently used (ii) conduct its business as currently conducted, and (iii) maintain and operate the Benefit Plans (the "Permits"). ------- Schedule 4.22(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 except where the failure to have such a Permit would not, individually or in the aggregate, result in a Material Adverse Effect. No revocation or non- renewal of such Permits has occurred and, to the knowledge of the Seller, the Seller has not engaged in any activity that would cause revocation or suspension of any such Permits, no proceeding Action looking to or contemplating the revocation or suspension of any such Permit is pending or, to the Sellers' knowledge without inquiry or investigationof the Seller, threatened, with respect to and the revocation, suspension or limitation Seller has not received notice from any Person of any intention to revoke or to refuse renewal of any such Permit. The execution, delivery and performance of this Agreement and except for such revocations, non-renewals or suspensions that would not, individually or in the Other Agreements and the consummation of the transactions contemplated hereby and thereby will not aggregate, result in the revocation, suspension, limitation or adverse modification of any Permit and, except as set forth in Schedule 4.22(a)(iii), no Permit will require the consent of its issuing --------------------- authority to, or as a result of the consummation of, the transactions contemplated herebyMaterial Adverse Effect. (b) Schedule 4.22(b)(i) identifies all Permits which materially ------------------- restrict the present output of the Company or any Subsidiary, which limit the term of possession or operation of any material assets of the Company or any Subsidiary, or which pertain to environmental discharge. Neither the Company, any Subsidiary nor any Seller has been notified or presently has reason to believe any of the Permits will not in the Ordinary Course be renewed upon its expiration. Except as set forth on Schedule 4.22(b)(ii), neither the Company -------------------- nor any Subsidiary is in breach of, or has received in writing or, to Sellers' knowledge, otherwise any claim or assertion that the Company or any Subsidiary has breached any of the terms or conditions of any Permit.

Permits, Licenses, Etc. (a) Except as set forth on Schedule 4.22(a)(i), the Company CLW and ------------------- SCWW each Subsidiary possessespossess, and each is in material compliance with, all 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 proposed to be used, (ii) conduct its business as currently conducted and as proposed to be conducted, and (iii) maintain and operate all Permits and Licenses (collectively the Benefit Plans (the "“Permits"”). ------- Schedule 4.22(a)(ii4.16(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 Sellers' knowledge without inquiry or investigationSeller’s Knowledge, threatened, threatened with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the 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 4.22(a)(iii4.16(a), no Permit will require the consent of its issuing --------------------- authority to, or as a result of the consummation of, the transactions contemplated hereby. (b) Schedule 4.22(b)(i) identifies all Permits which materially ------------------- restrict the present output of the Company or any Subsidiary, which limit the term of possession or operation of any material assets of the Company or any Subsidiary, or which pertain to environmental discharge. Neither the Company, any Subsidiary nor any The Seller has not been notified or presently has no reason to believe any of the Permits will not be renewed in the Ordinary Course be renewed upon its expiration. Except as set forth on Schedule 4.22(b)(ii), neither the Company -------------------- Neither CLW nor any Subsidiary SCWW is in material breach of, or nor has it received in writing or, to Sellers' knowledge, otherwise any claim or assertion (in writing or otherwise) that the Company or any Subsidiary Seller has materially breached any of the terms or conditions of any Permit. (c) CLW and SCWW have made all material required registrations and filings with and submissions to all applicable Governmental Entities relating to the operations of CLW and SCWW as currently conducted and as proposed to be conducted. All such registrations, filings and submissions were in compliance with all Legal Requirements and other requirements when filed, no material deficiencies have been asserted by any such applicable Governmental Entities with respect to such registrations, filings or submissions and no facts or circumstances exist which would indicate that a material deficiency may be asserted by any such authority with respect to any such registration, filing or submission.

Permits, Licenses, Etc. (a) Except as set forth on Schedule 4.22(a)(iin SCHEDULE 4.20(a)(i), the Company and ------------------- each Subsidiary 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 proposed to be used, (ii) conduct its business the Business as currently conducted and as proposed to be conducted, and (iii) maintain and operate the Benefit Plans (the "Permits")Plans. ------- Schedule 4.22(a)(ii) 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 the Sellers' knowledge without inquiry or investigationSeller's knowledge, threatened, threatened with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Other 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 4.22(a)(iiiSCHEDULE 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. (b) Schedule 4.22(b)(iSCHEDULE 4.20(a)(v) identifies all Permits which materially ------------------- restrict the present output of the Company or any SubsidiarySeller, which limit the term of possession or operation of any material assets of the Company or any SubsidiarySeller, or which pertain to environmental discharge. Neither the CompanyExcept as set forth on SCHEDULE 4.20(a)(vi), any Subsidiary nor any Seller has not been notified or nor does it presently has have reason to believe any of the Transferable Permits will not in the Ordinary Course be renewed upon its expiration. Except as set forth on Schedule 4.22(b)(iiSCHEDULE 4.20(a)(vii), neither the Company -------------------- nor any Subsidiary Seller is not in breach of, or nor has Seller received in writing or, to Sellers' Seller's knowledge, otherwise any claim or assertion that the Company or any Subsidiary Seller has breached any of the terms or conditions of any Permit.

Permits, Licenses, Etc. (a) Except as set forth on Schedule 4.22(a)(i)where such failure will ---------------------- not or could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and ------------------- each Subsidiary possesses, and is operating in compliance with, all 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 a hazardous waste facility), (ii) conduct its business as currently conducted and as proposed to be conducted, and (iii) maintain and operate the Benefit Plans its employee benefit plans (the "Permits"). ------- Schedule 4.22(a)(ii) 3.16 contains a true and complete list of all Permits------- Permits 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 the Sellers' actual knowledge without inquiry or investigationof the Principal Shareholders, threatened, with respect to threatened looking toward the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Other 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 4.22(a)(iii)3.16, 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. (b) Schedule 4.22(b)(i) identifies all Permits which materially ------------------- restrict the present output of the Company or any Subsidiary, which limit the term of possession or operation of any material assets of the Company or any Subsidiary, or which pertain to environmental discharge. Neither the Company, any Subsidiary nor any Seller has been notified or presently has reason to believe any of the Permits will not in the Ordinary Course be renewed upon its expiration. Except as set forth on Schedule 4.22(b)(ii), neither the Company -------------------- nor any Subsidiary is in breach of, or has received in writing or, to Sellers' knowledge, otherwise any claim or assertion that the Company or any Subsidiary has breached any of the terms or conditions of any Permit.

Permits, Licenses, Etc. (a) Except as set forth on Schedule 4.22(a)(i), the Company and ------------------- each Subsidiary 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 proposed to be used, (ii) conduct its business the Business as currently conducted and as proposed to be conducted, and (iii) maintain and operate the Benefit Plans (the "Permits")Plans. ------- Schedule 4.22(a)(iiSCHEDULE 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 Sellers' knowledge without inquiry or investigationSeller's knowledge, threatened, threatened with respect to the revocation, suspension or limitation of any Permit. The execution, delivery and performance of this Agreement and the Other 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 4.22(a)(iii)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. (b) Schedule 4.22(b)(i) identifies all Permits which materially ------------------- restrict the present output of the Company or any Subsidiary, which limit the term of possession or operation of any material assets of the Company or any Subsidiary, or which pertain to environmental discharge. Neither the Company, any Subsidiary nor any The Seller has not been notified or presently has nor does it currently have reason to believe any of the Permits will not in the Ordinary Course be renewed upon its expiration. Except as set forth on Schedule 4.22(b)(ii), neither the Company -------------------- nor any Subsidiary The Seller is not in breach of, or nor has the Seller received notice in writing or, to Sellers' the Seller's knowledge, otherwise of any claim or assertion that the Company or any Subsidiary Seller has breached any of the terms or conditions of any Permit.