Common use of Permits; Required Consents Clause in Contracts

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(a) sets forth all approvals, authorizations, certificates, consents, licenses, orders and permits and other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Transferred Assets or the Business in substantially the same manner as currently operated or affecting or relating in any way to the Business (the "Permits"). (b) Schedule 3.13(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be required under Applicable Law to be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any Permit or otherwise (each, a "Required Governmental Approval"), and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, together with the Required Governmental Approvals, the "Required Consents").

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(a3.15(a) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits and or other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Transferred Assets or the Business Entertainment Companies in substantially the same manner as currently operated or affecting or relating in any way to the Business Entertainment Companies (the "Permits"). (b) Schedule 3.13(b3.15(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Governmental Approval") required under Applicable Law to be obtained by Seller or any Entertainment Company by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Permit or otherwise (eachotherwise, a "Required Governmental Approval"), and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller or any Entertainment Company by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of the transfer of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent") and (iii) each Required Contractual Consent which Seller and Buyer have mutually agreed is critical to the consummation of the transactions contemplated hereby as set forth on Schedule 3.15(b) (each, an "Essential Consent" and, together and collectively with the Required Governmental ApprovalsApprovals and the Required Contractual Consents, the "Required Consents"). Except as set forth in Schedule 3.15(b), each Permit is valid and in full force and effect in all material respects and, assuming the related Required Consents have been obtained prior to the Closing, are or will be transferable by Seller, and assuming the related Required Consents have been obtained prior to the Closing, none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby. To the knowledge of Seller, there are no facts relating to the identity or circumstances of Seller that would prevent or materially delay obtaining any of the Required Consents.

Permits; Required Consents. (a) To the knowledge of Seller's best knowledge, Schedule 3.13(aSCHEDULE 3.12(a) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits and other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Transferred Assets or Business, including use, ownership and operation of the Business Property in substantially the same manner as operated by Seller currently operated or affecting or relating in any way to and during the Business past twelve (12) months (collectively, the "Permits"). Except as set forth in SCHEDULE 3.12(a), each Permit is valid and in full force and effect in all material respects, except where the failure to be valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect on the Business and Purchased Assets. (b) Schedule 3.13(bSCHEDULE 3.12(b) lists (i) to Seller's knowledge, each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be Governmental Approval required under Applicable Law to be obtained by Seller by virtue of the execution and delivery of this Agreement and the other Acquisition Documents, or the consummation of the transactions contemplated hereby and thereby, to avoid the loss of, or any material modification to, any Permit, except for any Required Governmental Approval the failure of any Permit or otherwise which to have could not reasonably be expected to have a Material Adverse Effect on the Business and Purchased Assets (each, a "Required Governmental Approval"), and (ii) each Scheduled Material Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller by virtue of the execution and delivery of this Agreement and the other Acquisition Documents and the Ancillary Agreements, or the consummation of the transactions contemplated hereby and thereby to avoid the invalidity loss of such Scheduled Contractany material benefit under, the termination thereof, a breach or default thereunder or any other change or material modification to the terms thereof to, any such Material Contract (each, a "Required Contractual Consent" and, together collectively with the Required Governmental Approvals, the "Required Consents").

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(aSCHEDULE 3.15(A) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits and or other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Transferred Assets or the Business Division in substantially the same manner as currently operated or affecting or relating in any way to the Business Division or the Transferred Assets (the "Permits"). Except as set forth in SCHEDULE 3.15(A), each Permit is valid and in full force and effect. Assuming the Required Consents have been obtained prior to the Closing Date, the Permits are or will be transferable by Seller, and none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby. (b) Schedule 3.13(bSCHEDULE 3.15(B) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Governmental Approval") required under Applicable Law to be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, which, if not obtained, would prevent Seller from consummating the transactions contemplated hereby to avoid the loss of or transferring any Permit or otherwise (each, a "Required Governmental Approval")other Transferred Asset to Buyer, and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of the transfer of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Contract Consent" and, together and collectively with the Required Governmental Approvals, the "Required Consents").

Permits; Required Consents. (a) To SellerStack's best knowledge, Schedule 3.13(a) sets forth has obtained all material approvals, authorizations, certificates, consents, licenses, orders and permits and or other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Transferred Assets or the Stack's Business in substantially the same manner as currently operated or affecting or relating in any way to the Stack's Business (the "Permits"), and each such Permit is valid and remains in full force and effect. Stack's is not in default, nor has Stack's received any notice of any claim of default, with respect to any such Permit except where such default would not have a Material Adverse Effect. (b) Schedule 3.13(b5.12(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Governmental Approval") required under Applicable Law to be obtained by Seller Stack's by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Permit or otherwise (each, a "Required Governmental Approval")otherwise, and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller Stack's pursuant to an express term or provision thereof by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of the transfer of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, and together with the Required Governmental Approvals, the "Required Consents").

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(a3.12(a) sets forth all approvals, authorizations, ---------------- certificates, consents, licenses, orders and permits and other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Transferred Assets or the Business in substantially the same manner as currently operated or affecting or relating in any way to by Seller currently and during the Business past twelve (12) months (collectively, the "Permits"). Seller holds all material Permits and approvals of Governmental Authorities necessary for the lawful conduct of the Business. Except as set forth in Schedule 3.12(a), each ---------------- Permit is valid and in full force and effect in all material respects, and none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby. (b) Schedule 3.13(b3.12(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be Governmental Approval ---------------- required under Applicable Law to be obtained by Seller by virtue of the execution and delivery of this Agreement and the other Acquisition Documents, or the consummation of the transactions contemplated hereby and thereby, or to avoid the loss of of, or any material modification to, any Permit or otherwise (each, a "Required Governmental Approval"), ) and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller by virtue of the execution and delivery of this Agreement and the other Acquisition Documents, or the consummation of the transactions contemplated hereby and thereby to avoid the invalidity loss of any material benefit under, or any material modification to, any such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, together collectively with the Required Governmental Approvals, the "Required Consents").

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(aSCHEDULE 3.16(a) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits and or other similar authorizations of all Governmental Authorities (and all other Persons) Persons necessary for the operation of the Transferred Assets Business or the Business in substantially the same manner as currently operated Repco's assets or affecting or relating in any way to the Business or such assets (the "Permits"). (b) Schedule 3.13(bSCHEDULE 3.16(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Governmental Approval") required under Applicable Law to be obtained by Seller Repco or Shareholders by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Permit or otherwise (each, a "Required Governmental Approval")otherwise, and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller Repco or Shareholders by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of the transfer of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, together and collectively with the Required Governmental Approvals, the "Required Consents"). Except as set forth in SCHEDULE 3.16(a) OR (b), each Permit is valid and in full force and effect in all material respects and, assuming the related Required Consents have been obtained prior to the Closing Date, none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby.

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(a3.11(a) sets forth all approvals, ---------------- authorizations, certificates, consents, licenses, orders and permits and or other similar authorizations of all Governmental Authorities (and all other Persons) ), other than those relating to Environmental Laws (which are the subject of Section 3.17), necessary under Applicable Law for the ownership or operation of the Transferred Assets or the Business in substantially the same manner as currently operated or affecting or relating in any way to on the Business date of the Seller Balance Sheet and the date hereof and as of the Closing Date (the "Permits")) except for those the absence of which would not individually or in the aggregate have a Material Adverse Effect. (b) Schedule 3.13(b3.11(b) lists (i) each governmental or other ---------------- registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller (each, a "Required Governmental Approval"), other than those relating to be Environmental Laws (which are the subject of Section 3.17), required under Applicable Law to be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions trans- actions contemplated hereby to avoid the loss of any Permit or otherwise (each, a "Required Governmental Approval")material Permit, and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller or MLM by virtue of the execution and delivery of this Agreement or the consummation of the transactions trans- actions contemplated hereby to avoid the invalidity of the transfer of such Scheduled Contract, the termination thereof, thereof or a material breach or default or acceleration thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, together and collectively with the Required Governmental Approvals, the "Required Consents"). Except as set forth in Schedule 3.11(b), to the knowledge of ---------------- Seller, each Permit is valid and in full force and effect in all material respects and, assuming the related Required Consents have been obtained prior to the Closing Date, are or will be transferable by Seller, and assuming the related Required Consents have been obtained prior to the Closing Date, none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby.

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(a3.14(a) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits and or other similar authorizations of all Governmental Authorities (and all other Persons) Persons necessary for the operation of the Transferred Assets or the Business in substantially the same manner as currently operated or affecting or relating in any way to the Business (the "Permits"). (b) Schedule 3.13(b3.14(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Governmental Approval") required under Applicable Law to be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Permit or otherwise (each, a "Required Governmental Approval")otherwise, and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of the transfer of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, together and collectively with the Required Governmental Approvals, the "Required Consents"). Except as set forth in Schedule 3.14(a) or (b) each Permit is valid and in full force and effect in all material respects and, assuming the related Required Consents have been obtained prior to the Closing Date, are or will be transferable by Seller, and assuming the related Required Consents have been obtained prior to the Closing Date, none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby.

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(aSCHEDULE 3.16(a) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits and orders, permits, qualifications or other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Transferred Assets Business or the Business Trans Mart's assets in substantially the same manner as currently operated or affecting or relating in any way to the Business or such assets (the "Permits"). (b) Schedule 3.13(bSCHEDULE 3.16(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Governmental Approval") required under Applicable Law to be obtained by Seller Trans Mart or Shareholders by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Permit or otherwise (each, a "Required Governmental Approval")otherwise, and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller Trans Mart or Shareholders by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, together and collectively with the Required Governmental Approvals, the "Required Consents"). Except as set forth in SCHEDULE 3.16(a) OR (b) each Permit is valid and in full force and effect in all material respects and, assuming the related Required Consents have been obtained prior to the Closing Date, none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby.

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(aSection 3.14(a) of the Disclosure Sched ule sets forth all material approvals, registrations, authorizations, certificates, certificates of occupancy, consents, licenses, orders and permits and or other similar authorizations of all or with any Governmental Authorities Authority (and all other Persons) necessary for the operation of the Transferred Acquisition Assets or the Business business of the A/TS Network in substantially the same manner as currently operated by Seller, or affecting or relating in any way to the Business business of the A/TS Network (the "Permits"), including (i) all such permits and approvals relating to the transportation, storage or sale of any petroleum product or the discharge of by-products or waste material into a public waste discharge system and (ii) all registrations, approvals and exemptions required under any state or federal franchise, business opportunity or similar law. (b) Section 3.14(b)(i) of the Disclosure Schedule 3.13(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Permit Approval") required under Applicable Law to be obtained by Seller or Buyer by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any Permit or otherwise (each, a "Required Governmental Approval"), and (iiPermit. Section 3.14(b)(ii) of the Disclosure Schedule lists each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of the transfer of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, together and collectively with the Required Governmental Permit Approvals, the "Required Consents"). Except as set forth in Section 3.14(b)(i) of the Disclosure Schedule, each Permit is valid and in full force and effect in all material respects and, assuming the related Required Permit Approvals have been obtained prior to the Closing Date, are, or will be, transferable by Seller, and none of the Permits will, assuming the related Required Permit Approvals have been obtained prior to the Closing Date, be terminated or become terminable or impaired in any respect as a result of the transactions contemplated hereby.

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(a) sets forth B&M has obtained all material approvals, authorizations, certificates, consents, licenses, orders and permits and or other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Transferred Assets or the B&M Business in substantially the same manner as currently operated or affecting or relating in any way to the B&M Business (the "Permits"), and each such Permit is valid and remains in full force and effect. B&M is not in default, nor has B&M received any notice of any claim of default, with respect to any such Permit except where such default would not have a Material Adverse Effect. (b) Schedule 3.13(b5.12(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Governmental Approval") required under Applicable Law to be obtained by Seller B&M by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Permit or otherwise (each, a "Required Governmental Approval")otherwise, and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller B&M pursuant to an express term or provision thereof by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of the transfer of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, and together with the Required Governmental Approvals, the "Required Consents").

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(aSCHEDULE 3.14(a) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits and or other similar authorizations of all Governmental Authorities (and all other Persons) Persons necessary for the operation of the Transferred Assets or the Business in substantially the same manner as currently operated or affecting or relating in any way to the Business (the "Permits"). (b) Schedule 3.13(bSCHEDULE 3.14(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Governmental Approval") required under Applicable Law to be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Permit or otherwise (each, a "Required Governmental Approval")otherwise, and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of the transfer of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, together and collectively with the Required Governmental Approvals, the "Required Consents"). Except as set forth in SCHEDULE 3.14(a) or (b) each Permit is valid and in full force and effect in all material respects and, assuming the related Required Consents have been obtained prior to the Closing Date, are or will be transferable by Seller, and assuming the related Required Consents have been obtained prior to the Closing Date, none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby.

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(a3.14(a) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits and or other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Transferred Assets or the Business in substantially the same manner as currently operated or affecting or relating in any way to the Business (the "Permits"). (b) Schedule 3.13(b3.14(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Governmental Approval") required under Applicable Law to be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Permit or otherwise (each, a "Required Governmental Approval")otherwise, and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of the transfer of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, together and collectively with the Required Governmental Approvals, the "Required Consents"). Except as set forth in Schedule 3.14(a) or (b) each Permit is valid and in full force and effect in all material respects and, assuming the related Required Consents have been obtained prior to the Closing Date, are or will be transferable by Seller, and assuming the related Required Consents have been obtained prior to the Closing Date, none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby.

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(aSCHEDULE 3.15(A) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits and or other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Transferred Assets or the Business Entertainment Companies in substantially the same manner as currently operated or affecting or relating in any way to the Business Entertainment Companies (the "Permits"). (b) Schedule 3.13(bSCHEDULE 3.15(B) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Governmental Approval") required under Applicable Law to be obtained by Seller or any Entertainment Company by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Permit or otherwise (eachotherwise, a "Required Governmental Approval"), and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller or any Entertainment Company by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of the transfer of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent") and (iii) each Required Contractual Consent which Seller and Buyer have mutually agreed is critical to the consummation of the transactions contemplated hereby as set forth on SCHEDULE 3.15(B) (each, an "Essential Consent" and, together and collectively with the Required Governmental ApprovalsApprovals and the Required Contractual Consents, the "Required Consents"). Except as set forth in SCHEDULE 3.15(B), each Permit is valid and in full force and effect in all material respects and, assuming the related Required Consents have been obtained prior to the Closing, are or will be transferable by Seller, and assuming the related Required Consents have been obtained prior to the Closing, none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby. To the knowledge of Seller, there are no facts relating to the identity or circumstances of Seller that would prevent or materially delay obtaining any of the Required Consents.

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(a) sets forth The Company and the Company Subsidiaries have all approvals, authorizations, certificates, consents, licenses, orders and permits and orders, permits, qualifications or other similar authorizations of all Governmental Authorities (that are required by any Governmental Authority to allow the Company and all other Persons) necessary for the operation of the Transferred Assets or Company Subsidiaries to operate the Business in substantially the same manner as currently operated operated, except for such approvals, authorizations, certificates, consents, licenses, orders, permits, qualifications or affecting other similar authorizations the failure of the Company or relating any of the Company Subsidiaries to possess which would, individually or in any way to the Business aggregate, not have a Material Adverse Effect (the "Permits"). No notice, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending, of which the Company, any of the Company Subsidiaries or Seller has received formal or informal written notice or of which Seller has Knowledge, or, to the Knowledge of Seller, threatened by any Governmental or other entity with respect to any alleged failure by Seller, the Company or any Company Subsidiary to have any Permit required in connection with the Business or otherwise applicable to the Business. (b) Schedule 3.13(b) SCHEDULE 3.14 lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Governmental Approval") required under Applicable Law to be obtained by Seller Seller, the Company or any of the Company Subsidiaries by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby pursuant to avoid the loss of any Permit or otherwise (each, a "Required Governmental Approval")otherwise, and (ii) each Scheduled Contract (and each Subsequent Material Contract, if any) with respect to which the consent of the other party or parties thereto must be obtained by Seller Seller, the Company or any of the Company Subsidiaries by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof thereof, (each, a "Required Contractual Consent" and, together and collectively with the Required Governmental Approvals, the "Required Consents"). Each Permit is valid and in full force and effect in all material respects and, assuming the related Required Consents have been obtained prior to the Closing Date, none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby.

Permits; Required Consents. (a) To Seller's best knowledge, Section 3.8(a) of the Disclosure Schedule 3.13(a) sets forth all material approvals, registrations, authorizations, certificates, certificates of occupancy, consents, licenses, orders and permits and or other similar authorizations of all or with any Governmental Authorities Authority (and all other Persons) necessary for the operation ownership of the Transferred Acquisition Assets or the Business in substantially the same manner as currently operated or affecting or relating in any way to the Business (the "Permits"), including (i) all such permits and approvals relating to the transportation, storage or sale of any petroleum product or the discharge of by-products or waste material into a public waste discharge system and (ii) all registrations, approvals and exemptions required under any state or federal franchise, business opportunity or similar law. (b) Section 3.8(b) of the Disclosure Schedule 3.13(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Permit Approval") required under Applicable Law to be obtained by Seller or Buyer by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any Permit. Except as set forth in Section 3.8(b) of the Disclosure Schedule, each Permit is valid and in full force and effect in all material respects and, assuming the related Required Permit Approvals have been obtained prior to the Closing Date, are, or otherwise (eachwill be, a "Required Governmental Approval")transferable by Seller, and (ii) each Scheduled Contract with respect to which the consent none of the other party Permits will, assuming the related Required Permit Approvals have been obtained prior to the Closing Date, be terminated or parties thereto must be obtained by Seller by virtue of the execution and delivery of this Agreement become terminable or the consummation impaired in any respect as a result of the transactions contemplated hereby to avoid the invalidity of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, together with the Required Governmental Approvals, the "Required Consents")hereby.

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(aSCHEDULE 3.16(a) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits and orders, permits, qualifications or other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Transferred Assets Business or the Business Company's assets in substantially the same manner as currently operated or affecting or relating in any way to the Business or such assets (the "Permits"). (b) Schedule 3.13(bSCHEDULE 3.16(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Governmental Approval") required under Applicable Law to be obtained by Seller the Company or Stockholder by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Permit or otherwise (each, a "Required Governmental Approval")otherwise, and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller the Company or Stockholder by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, together and collectively with the Required Governmental Approvals, the "Required Consents"). Except as set forth in SCHEDULE 3.16(a) OR (b) each Permit is valid and in full force and effect in all material respects and, assuming the related Required Consents have been obtained prior to the Closing Date, none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby.

Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(aSCHEDULE 4.13(a) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits and other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Transferred Assets or the Business in substantially the same manner as currently operated or or, to the knowledge of Tranzparts and Shareholders, otherwise directly affecting or relating in any way to the Business (the "Permits"). (b) Schedule 3.13(bSCHEDULE 4.13(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be (each, a "Required Governmental Approval") required under Applicable Law to be obtained by Seller Tranzparts or any of the Shareholders by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any Permit or otherwise (each, a "Required Governmental Approval")material Permit, and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller Tranzparts or any of the Shareholders by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, together and collectively with the Required Governmental Approvals, the "Required Consents"). Except as set forth in SCHEDULE 4.13(b), to the knowledge of Shareholders, each Permit is valid and in full force and effect in all material respects, and none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby.