Common use of Permits; Required Consents Clause in Contracts

Permits; Required Consents. (a) Schedule 3.11(a) sets forth all approvals, ---------------- authorizations, certificates, consents, licenses, orders and permits 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 operated on the 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 3.11(b) lists (i) each governmental or other ---------------- registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver (each, a "Required Governmental Approval"), other than those relating to 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 trans- actions contemplated hereby to avoid the loss of any 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 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 or a material breach or default or acceleration thereunder (each, a "Required Contractual Consent" 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) Schedule 3.11(a) sets forth all material approvals, ---------------- authorizations, certificates, consents, licenses, orders and permits or and 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 operated on by Seller both currently and at any time during the date of the Seller Balance Sheet and the date hereof and as of the Closing Date past twelve (12) months (collectively, the "Permits") except for those the absence of which would not individually or in the aggregate have a Material Adverse Effect. (b) Schedule 3.11(b) lists (i) each governmental or other ---------------- registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver (each, a "Required Governmental Approval"), other than those relating to 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 trans- actions contemplated hereby to avoid the loss of any 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 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 or a material breach or default or acceleration thereunder (each, a "Required Contractual Consent" and collectively with the Required Governmental Approvals, the "Required Consents"). Except as set forth in on Schedule 3.11(b3.11(a), 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 Sellerrespects, 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. (b) Schedule 3.11(b) lists (i) each Governmental Approval required under Applicable Law to be obtained by each Seller Party or any Employee Shareholder by virtue of its execution and delivery of this Agreement and the other Acquisition Documents to be executed and delivered by it, or the consummation of the transactions contemplated hereby and thereby, to avoid the loss of, or any material modification to, any Permit (each a "Required Governmental Approval") and (ii) each Assumed Contract with respect to which the consent of the other party or parties thereto must be obtained by any Seller Party by virtue of its 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 any material benefit under, or any material modification to, any such Assumed Contract (each a "Required Contractual Consent"and, collectively with the Required Governmental Approvals, the "Required Consents") on the Business. (c) Except as set forth on Schedule 3.11(c), neither Seller nor any of its Affiliates is subject to any cease-and-desist or other order issued by, or is a party to any written agreement, consent agreement or memorandum or understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive issued by, or is a recipient of any supervisory letter from or has adopted any board resolutions at the request of, any Governmental Authority that restricts the conduct of the Business or that in any manner relates to its capital adequacy, its credit policies, its regulatory compliance, its management or the Business (each, whether or not set forth on the Seller Disclosure Schedule, a "Seller Regulatory Agreement"). (d) Neither Seller nor any of its Affiliates nor any "associated person" (as defined in the Exchange Act) thereof is subject to a "statutory disqualification" as defined in Section 3(a)(39) of the Exchange Act or otherwise ineligible to serve as a broker-dealer or as an associated person to a registered broker-dealer.

Permits; Required Consents. (a) Schedule 3.11(a3.15(a) sets forth all material approvals, ---------------- authorizations, certificates, consents, licenses, orders and permits 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 Entertainment Companies in substantially the same manner as currently operated on or affecting or relating in any way to the date of the Seller Balance Sheet and the date hereof and as of the Closing Date Entertainment Companies (the "Permits") except for those the absence of which would not individually or in the aggregate have a Material Adverse Effect). (b) Schedule 3.11(b3.15(b) lists (i) each governmental or other ---------------- registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver (each, a "Required Governmental Approval"), other than those relating to Environmental Laws (which are the subject of Section 3.17), ) 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 trans- actions transactions contemplated hereby to avoid the loss of any material PermitPermit or otherwise, 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 or thereof, a material breach or default thereunder or acceleration thereunder 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 collectively with the Required Governmental ApprovalsApprovals and the Required Contractual Consents, the "Required Consents"). Except as set forth in Schedule 3.11(b3.15(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 DateClosing, are or will be transferable by Seller, and assuming the related Required Consents have been obtained prior to the Closing DateClosing, 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) Schedule 3.11(a4.13(a) sets forth all material approvals, ---------------- authorizations, certificates, consents, licenses, orders and permits or and 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 on or affecting or relating in any way to the date Business (the “Permits”). Except as set forth in Schedule 4.13(a), each Permit is valid and in full force and effect in all material respects, and none of the Seller Balance Sheet and the date hereof and Permits will be terminated or become terminable or impaired in any material respect as a direct result of the Closing Date (Subject Transactions. Each Company is in compliance in all material respects with all terms required for the "continued effectiveness of each such Permits") except for those , and there is no pending or, to the absence Knowledge of which would not individually the Companies, threatened, revocation or in the aggregate have a Material Adverse Effectinvoluntary non-renewal of any such Permit. (b) Schedule 3.11(b4.13(b) lists (i) each governmental or other ---------------- registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver (each, a "Required Governmental Approval"), other than those relating Known to Environmental Laws (which are the subject of Section 3.17), Companies to be required under Applicable Law to be obtained by Seller either Company or the Shareholders by virtue of the execution and delivery of this Agreement, any Ancillary Agreement or the consummation of the trans- actions contemplated hereby Subject Transactions to avoid the loss of any material Permit, and (ii) each Scheduled Contract with respect to which the consent of the other party Permit 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 or a material breach or default or acceleration thereunder otherwise (each, a "“Required Contractual Consent" Governmental Approval” and collectively with the Required Governmental ApprovalsContractual Consents, the "“Required Consents"”). (c) All Required Governmental Approvals and Required Contractual Consents have been obtained without condition and are in full force and in effect. Except No Proceedings have been instituted or threatened by any Governmental Authority with respect to any Required Governmental Approval as set forth in Schedule 3.11(b)to which there is a material risk of a determination that would terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Governmental Approval. All conditions and requirements prescribed by Applicable Law, any Required Contractual Consent or any Required Governmental Approval to be satisfied on or prior to the knowledge of ---------------- SellerClosing Date have been satisfied to the extent necessary such that all such Required Contractual Consents and Required Governmental Approvals are, each Permit is valid and will remain, in full force and effect in all material respects and, assuming continued compliance with the related Required Consents have been obtained prior to terms thereof after 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 herebyClosing.

Permits; Required Consents. (a) Section 3.15(a) of the Disclosure Schedule 3.11(a) sets forth all approvals, ---------------- authorizations, certificates, consents, licenses, orders and permits or other similar authorizations of all Governmental Authorities and other Persons (and all other Persons), other than those relating qualifications to Environmental Laws (which do business) that are the subject of Section 3.17), necessary under Applicable Law for the ownership or operation of the Transferred Purchased Assets or the Business in substantially the same manner as currently operated on the date of by the Seller Balance Sheet and or are Attributable to the date hereof and as of the Closing Date Business (the "Permits") except for those ), including all such permits and approvals relating to the absence discharge of which would not individually or in the aggregate have by- products and waste material into a Material Adverse Effectpublic waste discharge system. (b) Section 3.15(b) of the Disclosure Schedule 3.11(b) lists (i) except for qualifications to do business, each governmental or other ---------------- registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver (each, a "Required Governmental Approval"), other than those relating to Environmental Laws (which are the subject of Section 3.17), ) that is required under Applicable Law to be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the trans- actions contemplated hereby to avoid the loss of any 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 by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity loss of any Permit and (ii) each Contract with respect to which, pursuant to the terms thereof, the consent of the transfer other party or parties thereto must be obtained by the Seller by virtue of such Scheduled Contractthe execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, the termination thereof or to avoid a material breach or default or acceleration thereunder (each, a "Required Contractual Consent" and collectively with the Required Governmental Approvals, the "Required Consents"). Except as set forth in Schedule 3.11(b), to Section 3.15(b) of the knowledge of ---------------- SellerDisclosure Schedule, 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 are, or will be be, transferable by Sellerthe Seller and none of the Permits will, 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) Schedule 3.11(aSCHEDULE 3.16(a) sets forth all material approvals, ---------------- authorizations, certificates, consents, licenses, orders and permits 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 Business or the Business Diverco's assets in substantially the same manner as currently operated on or affecting or relating in any way to the date of the Seller Balance Sheet and the date hereof and as of the Closing Date Business or such assets (the "Permits") except for those the absence of which would not individually or in the aggregate have a Material Adverse Effect). (b) Schedule 3.11(bSCHEDULE 3.16(b) lists (i) each governmental or other ---------------- registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver (each, a "Required Governmental Approval"), other than those relating to Environmental Laws (which are the subject of Section 3.17), ) required under Applicable Law to be obtained by Seller Diverco or Shareholders by virtue of the execution and delivery of this Agreement or the consummation of the trans- actions transactions contemplated hereby to avoid the loss of any material PermitPermit or otherwise, and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller Diverco 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 or thereof, a material breach or default thereunder or acceleration thereunder any other change or modification to the terms thereof (each, a "Required Contractual Consent" and collectively with the Required Governmental Approvals, the "Required Consents"). Except as set forth in Schedule 3.11(b), to the knowledge of ---------------- Seller, 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, are or will be transferable by SellerDiverco, 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.