Common use of Possession of Licenses and Permits Clause in Contracts

Possession of Licenses and Permits. The Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Each of the Company, the Operating Partnership and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess any such Governmental Licenses would not reasonably be expected toresult, singly or in the aggregate, result in a Material Adverse Effect; the Company Company, the Operating Partnership and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither none of the Company nor Company, the Operating Partnership or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themas described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Intangibles”), except where the failure so to possess would is not reasonably be expected likely to, singly individually or in the aggregate, result in a Material Adverse Effect; the Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental LicensesIntangibles, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses Intangibles are valid and in full force and effect, except when the invalidity of such Governmental Licenses Intangibles or the failure of such Governmental Licenses Intangibles to be in full force and effect would is not reasonably be expected likely to, singly individually or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of the and its Subsidiaries has have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses Intangibles which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably be expected likely to result in a Material Adverse Effect; the Company and its Subsidiaries have not violated or received written notice of any infringement of or conflict with (and the Company does not know of any such infringement of or conflict with) asserted rights of others with respect to any such Intangibles, except where the infringement of or conflict with is not reasonably likely to, individually or in the aggregate, result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Guarantor and its subsidiaries (including the Subsidiaries Company) possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure to so to possess any such Governmental Licenses would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; Change. The Guarantor and its subsidiaries (including the Company and the Subsidiaries Company) are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all Change. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, to result in a Material Adverse Effect; and neither Change. Neither the Company Guarantor nor any of its subsidiaries (including the Subsidiaries Company) has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse EffectChange.

Possession of Licenses and Permits. The Company Except as disclosed in the Registration Statement, the General Disclosure Package and the Subsidiaries Prospectus, the Transaction Entities and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities under applicable law necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Company . The Transaction Entities and the Subsidiaries their respective subsidiaries are in compliance with the terms and conditions of all such of the Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such the Governmental Licenses or the failure of such the Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither . Neither of the Company Transaction Entities nor any of the Subsidiaries their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries each Subsidiary possess such permits, licenses, certificates, approvals, financial assurances, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federalinternational, statenational, state or local or foreign regulatory agencies or bodies (collectively, “Governmental Authorities”) necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries each Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither none of the Company nor or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such regulatory and quasi-regulatory permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received knowledge of any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themas described in the Registration Statement and the Prospectus (collectively, the “Intangibles”), except where the failure so to possess would is not reasonably be expected likely to, singly individually or in the aggregate, result in a Material Adverse Effect; the Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental LicensesIntangibles, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses Intangibles are valid and in full force and effect, except when the invalidity of such Governmental Licenses Intangibles or the failure of such Governmental Licenses Intangibles to be in full force and effect would is not reasonably be expected likely to, singly individually or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of the and its Subsidiaries has have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses Intangibles which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably be expected likely to result in a Material Adverse Effect; the Company and its Subsidiaries have not violated or received written notice of any infringement of or conflict with (and the Company does not know of any such infringement of or conflict with) asserted rights of others with respect to any such Intangibles, except where the infringement of or conflict with is not reasonably likely to, individually or in the aggregate, result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure to so to possess such Governmental Licenses would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themas described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Intangibles”), except where the failure so to possess the same would not be reasonably be expected toto result, singly individually or in the aggregate, result in a Material Adverse Effect; the Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental LicensesIntangibles, except where the failure so to comply would not reasonably be expected toresult, singly individually or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses Intangibles are valid and in full force and effect, except when the invalidity of such Governmental Licenses Intangibles or the failure of such Governmental Licenses Intangibles to be in full force and effect would not be reasonably be expected toto result, singly individually or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of the and its Subsidiaries has have not received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses Intangibles which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably be expected to result in a Material Adverse Effect; the Company and its Subsidiaries have not violated or received written notice of any infringement of or conflict with (and the Company does not know, without further inquiry, of any such infringement of or conflict with) asserted rights of others with respect to any such Intangibles, except where any such infringement or conflict would not be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Partnership and the Material Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themtheir respective businesses, except where the failure so to possess would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; the Company Partnership and the Material Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; and, except as described in the Prospectus, the Partnership and neither the Company nor any of the Material Subsidiaries has have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Trust, the Operating Partnership and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; . The Trust, the Company Operating Partnership and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and neither . Neither the Company Trust nor the Operating Partnership or any of the Subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by themas disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the . The Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, state or local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, except where the failure to so file would not, individually or in the aggregate, have a Material Adverse Effect, all such filings were in material compliance with applicable laws when filed and, to the Company’s knowledge, no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to any such filings or submissions.

Possession of Licenses and Permits. The Company Each of the Company, the Operating Partnership and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess any such Governmental Licenses would not reasonably be expected toresult, singly or in the aggregate, result in a Material Adverse Effect; the Company Company, the Operating Partnership and the their Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither none of the Company nor Company, the Operating Partnership or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Each of the Company and the Subsidiaries possess its subsidiaries possesses all such valid and current licenses, permits, licensescertificates, approvalsconsents, consents orders, approvals and other authorizations (collectivelyfrom, “Governmental Licenses”) issued by the appropriate and has made all declarations and filings with, all federal, state, local local, foreign and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, presently required or foreign regulatory agencies or bodies necessary to conduct own or lease, as the business case may be, and to operate its respective properties and to carry on its respective businesses as now operated by them or currently proposed to be operated by themconducted as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (“Permits”), except where the failure so to possess obtain such Permits would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; the Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses Permits are valid and in full force and effect, except when where the invalidity of such Governmental Licenses Permits or the failure of such Governmental Licenses Permits to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; and neither . None of the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings any proceeding relating to the revocation or modification of any such Governmental Licenses whichPermit, singly except as described in the Registration Statement, the General Disclosure Package and the Prospectus and except where such revocation or modification would not, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in have a Material Adverse Effect.

Possession of Licenses and Permits. The Company Each of the Company, the Operating Partnership and the Subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess any such Governmental Licenses would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company Company, the Operating Partnership and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect; and neither none of the Company nor Company, the Operating Partnership or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, which if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them them, including in respect of its sales or currently proposed to be operated by themdistribution of alcoholic beverages in the conduct of the business, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, be reasonably likely to result in a Material Adverse Effect; the . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, be reasonably likely to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, be reasonably likely to result in a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably be expected likely to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Each of the Company, the Partnership and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess any such Governmental Licenses would not reasonably be expected toresult, singly or in the aggregate, result in a Material Adverse Effect; the Company Company, the Partnership and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither none of the Company nor Company, the Partnership or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Partnership and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct its business in the business now operated by them or currently proposed to be operated by themmanner described in the Registration Statement and the Prospectus, except where the failure so to possess such Governmental Licenses would not reasonably be expected to, singly or in the aggregate, to result in a Material Adverse Effect; the Company Partnership and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has Partnership and its subsidiaries have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure to so to possess would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in to have a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, except where the failure to be so in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to any such filings or submissions.

Possession of Licenses and Permits. The Company Dura and the Subsidiaries and SDC II possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary material to the conduct of the business now operated by them or currently proposed to be operated by themDura, except where the failure so to possess would not reasonably be expected toSubsidiaries and SDC II, singly or in the aggregate, result in a Material Adverse Effectrespectively; the Company Dura and the Subsidiaries and SDC II are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect or a SDC II Material Adverse Effect, as the case may be; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect or a SDC II Material Adverse Effect, as the case may be; and neither the Company Dura nor any of the Subsidiaries Subsidiary nor SDC II has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect or an SDC II Material Adverse Effect; provided, however, that no FDA approval has been received with respect to products that Dura, the Subsidiaries or SDC II currently are not permitted to market.

Possession of Licenses and Permits. The Company Except as described in the Prospectus, each of the Transaction Entities and the Subsidiaries their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; each of the Company Transaction Entities and the Subsidiaries their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and and, except as described in the Prospectus, neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries Targa Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federalFederal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themtheir respective businesses, except where the failure so to possess would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries Targa Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; and, except as described in the Disclosure Package and neither the Company nor any of Prospectus, the Subsidiaries has Targa Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permitslicenses, licensescertificates or permits (including, without limitation, insurance licenses from the insurance departments of the various states and jurisdictions where the Company or its subsidiaries write insurance or otherwise conduct insurance or reinsurance business, as the case may be, or as may be required by any applicable insurance statutes of such states or other jurisdictions (collectively, the “Insurance Licenses”)), approvals, consents and other authorizations (collectively, including the Insurance Licenses, the “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Company, its subsidiaries and the Subsidiaries joint ventures set forth in Schedule 3 hereto (the “JVs”) possess such permitscertificates, consents, exemptions, orders, licenses, approvalsauthorities, consents and other authorizations accreditations, provider or supplier numbers, certificates of need or permits issued by the appropriate Governmental Entities (collectively, “Governmental LicensesPermits”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now owned, operated or managed by them including but not limited to such Permits as are required (i) under Health Care Laws (as defined herein) and (ii) with respect to those facilities owned, operated or currently proposed managed by the Company or any of its subsidiaries or the JVs that participate in Medicare, Medicaid or any other local, state or federal government health care program, to be operated by themreceive reimbursement thereunder, except where the failure to so to possess would not be reasonably be expected to, singly or in the aggregate, to result in a Material Adverse Effect; the Company . The Company, its subsidiaries, and the Subsidiaries JVs are in compliance with the terms and conditions of all such Governmental LicensesPermits, except where the failure to so to comply would not be reasonably be expected to, singly or in the aggregate, to result in a Material Adverse Effect; all . All of the Governmental Licenses Permits are valid and in full force and effect, except when the invalidity of such Governmental Licenses Permits or the failure of such Governmental Licenses Permits to be in full force and effect would not be reasonably be expected to, singly or in the aggregate, to result in a Material Adverse Effect; and neither . None of the Company nor or any of its subsidiaries or the Subsidiaries JVs has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregatePermit that, if the subject of an unfavorable decision, ruling or finding, would be reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries each Subsidiary possess such permits, licenses, certificates, approvals, financial assurances, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federalinternational, statenational, state or local or foreign regulatory agencies or bodies (collectively, “Governmental Authorities”) necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure to so to possess would not reasonably be expected tois not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse EffectChange; the Company and the Subsidiaries each Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tois not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse EffectChange; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tois not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse EffectChange; and neither none of the Company nor or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, result in or would reasonably be expected to result in a Material Adverse EffectChange.

Possession of Licenses and Permits. The Company and its subsidiaries (i) possess, and are in compliance with the Subsidiaries possess such permitsterms of, licensesall certificates, approvalsauthorizations, consents licenses and other authorizations permits (collectively, “Governmental Licenses”), including, without limitation, from the U.S. Food and Drug Administration (“FDA”) issued by the appropriate federal, state, local or and equivalent foreign regulatory agencies or bodies authorities, in each case that are necessary to the conduct of the business now operated by them conducted or currently proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be operated conducted by them, except where the failure to so to possess or be in compliance with would not reasonably be expected to, singly or in the aggregate, result in to have a Material Adverse Effect; , and (ii) have not received notification of any revocation, material modification, suspension, termination or invalidation (or proceedings related thereto) of any Licenses. To the knowledge of the Company, no event has occurred that allows or results in, or after notice or lapse of time or both would allow or result in, revocation, modification, suspension, termination or invalidation (or proceedings related thereto) of any such License and the Company and the Subsidiaries are in compliance with the terms and conditions of all has no reason to believe that any such Governmental Licenses, except where the failure so to comply would License will not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental renewed. All such Licenses are (i) valid and in full force and effect, except when where the invalidity of such Governmental Licenses validity or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in to have a Material Adverse Effect; , and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification (ii) free and clear of any such Governmental Licenses whichrestriction or condition that are materially different from those normally applicable to similar licenses, singly or in certificates, authorizations and permits held by biopharmaceutical companies similarly situated with the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse EffectCompany.

Possession of Licenses and Permits. The Company and Each of the Subsidiaries possess Partnership Entities possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure to so to possess such Governmental Licenses would not reasonably be expected toexpected, singly individually or in the aggregate, result in to have a Material Adverse Effect; the Company and the Subsidiaries Partnership Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected toexpected, singly individually or in the aggregate, to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected toexpected, singly individually or in the aggregate, to result in a Material Adverse Effect; and neither the Company nor any none of the Subsidiaries Partnership Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess possesses, or qualifies for an exemption from any applicable requirement to obtain, such permits, licenses, certificates, certifications, approvals, clearances, registrations, exemptions, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by themit, except where the failure so to possess or qualify would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; . The Company is, and for the Company and the Subsidiaries are past three (3) years, as applicable, has been in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither the . The Company nor any of the Subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries each Subsidiary possess such permits, licenses, certificates, approvals, financial assurances, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federalinternational, statenational, state or local or foreign regulatory agencies or bodies (collectively, “Governmental Authorities”) necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure to so to possess would not reasonably be expected tois not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect; the Company and the Subsidiaries each Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tois not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tois not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect; and neither none of the Company nor or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, result in or would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Issuer and the Principal Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, statenational, local or foreign regulatory agencies or bodies necessary for the ownership or lease of their respective properties or to conduct the business businesses now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Company Issuer and the Principal Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither none of the Company nor Issuer or any of the Principal Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Partnership and the Material Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themtheir respective businesses, except where the failure so to possess would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; the Company Partnership and the Material Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; and, except as described in the Disclosure Package and neither the Company nor any of Final Prospectus, the Partnership and the Material Subsidiaries has have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and Each of the Subsidiaries possess Partnership Entities possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure to so to possess such Governmental Licenses would not reasonably be expected toexpected, singly individually or in the aggregate, result in to have a Partnership Material Adverse Effect; the Company and the Subsidiaries Partnership Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected toexpected, singly individually or in the aggregate, to result in a Partnership Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected toexpected, singly individually or in the aggregate, to result in a Partnership Material Adverse Effect; and neither the Company nor any none of the Subsidiaries Partnership Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregatethat, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to to, individually or in the aggregate, result in a Partnership Material Adverse Effect.

Possession of Licenses and Permits. The Company Except as described in or contemplated by the General Disclosure Package and the Subsidiaries Final Prospectus, and except for those that are the responsibility of the counterparties to obtain pursuant to the terms of the agreements set forth in the Covered Agreements, the Partnership Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themin which they are engaged as described in the Registration Statement, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as described in the Company General Disclosure Package and the Subsidiaries Final Prospectus, the Partnership Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has Partnership Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Partnership Parties, the charter parties to the Covered Agreements possess, or reasonably expect to possess in the ordinary course of business as necessary, the Governmental Licenses that are the responsibility of the charter parties to obtain pursuant to the terms of the Covered Agreements.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries each Material Subsidiary possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected toGovernmental Licenses could not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the . The Company and the its Material Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tocould not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tocould not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither . Neither the Company nor any of the its Material Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would could reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and its subsidiaries have filed or caused to be filed with the Subsidiaries appropriate Governmental Entities all forms, statements, reports, and documents (including all exhibits, amendments, and supplements thereto) (each a “Filing”) required to be filed by it with respect to the Company and each of its subsidiary’s businesses and each of their facilities under all applicable laws and their respective rules and regulations thereunder, all of which complied in all respects with all applicable requirements of the appropriate law and rules and regulations thereunder in effect on the date each such Filing was made, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries possess such permitsvalid and current certificates, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) or permits issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; the . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and its subsidiaries (i) possess, and are in compliance with the Subsidiaries possess such permitsterms of, licensesall adequate certificates, approvalsauthorizations, consents franchises, licenses and other authorizations permits (collectively, “Governmental Licenses”) issued by from, and have made all declarations, filings, listings, registrations, reports and submissions with, the appropriate federal, state, local or foreign governmental or regulatory agencies authorities including, without limitation, from the U.S. Food and Drug Administration (“FDA”) and equivalent foreign regulatory authorities, in each case that are necessary or bodies necessary material to the conduct of the business now operated conducted or proposed in the General Disclosure Package and the Prospectus to be conducted by them except as disclosed in the General Disclosure Package and the Prospectus or currently proposed where failure to so possess or be operated by them, except where the failure so to possess in compliance with would not be reasonably be expected to, singly or in the aggregate, result in to have a Material Adverse Effect; the Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would (ii) have not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Licenses, (iii) do not have any reason to believe that any such Governmental Licenses whichLicense will not be renewed in the ordinary course, singly (iv) are not in violation of, or in default under, any such License except such violations that would not, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect, and (v) no deficiencies regarding compliance with applicable law have been asserted by any applicable regulatory authority with respect to any such filings, declarations, listings, registrations, reports or submissions; in each case such that, if determined adversely to the Company or any of its subsidiaries, the events would individually or in the aggregate have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Significant Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Chilean, Colombian, Spanish or United States regulatory agencies or bodies and has made all necessary filings required under any federal, state, local or foreign regulatory agencies law, regulation or bodies rule and has obtained all Governmental Licenses necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess have such Governmental Licenses or to make such filings would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Company and the its Significant Subsidiaries are in compliance with the terms and conditions of all such Governmental LicensesLicenses and their respective filing requirements, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of the its Significant Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or its Significant Subsidiaries which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies bodies, including, without limitation, the Washington Utilities and Transportation Commission and cities and towns within the service territory of the Company, necessary to conduct the business now operated by them or currently proposed and for the Company to be operated by themown and operate its facilities, except where the failure so to possess would not reasonably be expected toincluding its electric plants, singly or in the aggregategas plants, result in a Material Adverse Effectand other generating and transmission facilities; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse EffectChange; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse EffectChange; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse EffectChange.

Possession of Licenses and Permits. The Company and the Subsidiaries Subsidiary possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess such Governmental licenses would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company and the Subsidiaries Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Diamond Growers, Diamond Foods and the their respective Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess such Governmental Licenses would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Company Diamond Growers, Diamond Foods and the their respective Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company nor none of Diamond Growers, Diamond Foods or any of the their respective Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local local, banking or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect; and neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. Neither the Company nor the Subsidiaries has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, all such filings were in compliance with applicable laws when filed and no deficiencies have been asserted by any regulatory authority, agency or commission with respect to any such filings or submission, except where the failure to so file, or where such noncompliance or deficiencies would not, individually or in the aggregate, have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to operate their respective properties (including, without limitation, to own and maintain their mining claims and other property interests) and conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the . The Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would non-possession of such Governmental Licenses could not reasonably be expected to, singly or in the aggregate, to result in a Material Adverse Effect; the . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tocould not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would could not reasonably be expected to, singly or in the aggregate, to result in a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would could reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (including licenses, pharmacy licenses, accreditation and other similar documentation or approvals of any local health departments) (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies bodies, including, without limitation, the United States Food and Drug Administration (“FDA”), necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effectit; the Company and the Subsidiaries are is in compliance with the terms and conditions of all such Governmental LicensesLicenses and all applicable FDA rules and regulations, guidelines and policies, except where the failure so to comply would could not reasonably be expected to, singly singularly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would could not reasonably be expected to, singly or in the aggregate, to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly singularly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would could reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Company, the Guarantors and the Subsidiaries their respective subsidiaries possess such permitsall certificates, authorizations, franchises, licenses, permits, approvals (including, without limitation, certificate of need approvals), consents consents, orders, certifications (including, without limitation, certification under Medicare and Medicaid programs), accreditations (including, without limitation and if applicable, accreditation by The Joint Commission) and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate federalFederal, state, local or foreign regulatory agencies or bodies necessary or material to the conduct of the business of the Company and the Guarantors, considered together, now operated conducted by them (including, without limitation, Licenses as are required under such Federal and state healthcare laws as are applicable to the Company, the Guarantors or currently proposed any of their respective subsidiaries that participate in the Medicare and/or Medicaid programs to be operated by them, receive reimbursement thereunder) except where the failure to do so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; the Company , and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would have not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly if determined adversely to the Company, the Guarantors or any of their respective subsidiaries, would, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result have a Material Adverse Effect. The Company, the Guarantors and their respective subsidiaries are in compliance with the terms and conditions of the Licenses described above, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Licenses described above are valid and in full force and effect, except where the invalidity of such License or the failure of such License to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Possession of Licenses and Permits. The Company Partnership Entities have filed or caused to be filed with the appropriate Governmental Entities all forms, statements, reports, and documents (including all exhibits, amendments, and supplements thereto) (each a “Filing”) required to be filed by it with respect to the NextEra Energy Partners LP Business and the Subsidiaries related facilities under all applicable laws and their respective rules and regulations thereunder, all of which complied in all respects with all applicable requirements of the appropriate law and rules and regulations thereunder in effect on the date each such Filing was made, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Partnership Entities possess such valid and current certificates, permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; the Company and the Subsidiaries . The Partnership Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; and neither the Company nor any . None of the Subsidiaries XXXX Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its ---------------------------------- Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies (including, without limitation, the FCC) necessary to conduct the business businesses now operated by them or currently proposed to be operated by them, except where the failure so to possess Governmental Licenses would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect; the Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, for the maximum license term customarily issued, with no material conditions, restrictions or qualifications, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect; and neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation revocation, modification, non-renewal or modification suspension of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries each Subsidiary possess such permits, licenses, certificates, approvals, financial assurances, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federalinternational, statenational, state or local or foreign regulatory agencies or bodies (collectively, "Governmental Authorities") necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries each Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither none of the Company nor or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Except as otherwise stated in the Final Prospectus and the Registration Statement, the Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies (including the People’s Republic of China (“PRC”) State Council, the PRC Ministry of Information Industry, the State Development Planning Commission, the State Economic Trade Commission, the China Securities Regulatory Commission (the “CSRC”), the Ministry of Foreign Commerce (“MOC”), the Ministry of Land and Resources, the State Administration of Foreign Exchange (“SAFE”), the General Administration of Customs, the relevant Posts and Telecommunications Administrations (“PTA”) and the relevant Commodity Pricing Administration Bureau) necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation revocation, suspension or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by them, and as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure so to possess such Governmental Licenses would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess such permitssubsidiaries of the Company possess, and are in compliance with the terms of, all adequate certificates, authorizations, franchises, licenses, approvals, consents consents, permits and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary or material to the conduct of the business as now operated conducted or proposed and as described in the General Disclosure Package, including, without limitation, all such certificates, approvals, authorizations, licenses and permits required by them the United States Food and Drug Administration (the “FDA”) or currently proposed to be operated by themany other federal, state or foreign agencies or bodies engaged in the regulation of pharmaceuticals or biohazardous materials, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly if determined adversely to the Company or any subsidiary of the Company, would, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in have a Material Adverse Effect.

Possession of Licenses and Permits. The Company Except as described in or contemplated by the Registration Statement Prospectus, and except for those that are the Subsidiaries responsibility of the counterparties to obtain pursuant to the terms of the agreements set forth in the Covered Agreements, the Partnership Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themin which they are engaged as described in the Registration Statement, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as described in the Company Registration Statement and Prospectus, the Subsidiaries Partnership Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has Partnership Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Partnership Parties, the charter parties to the Covered Agreements possess, or reasonably expect to possess in the ordinary course of business as necessary, the Governmental Licenses that are the responsibility of the charter parties to obtain pursuant to the terms of the Covered Agreements.

Possession of Licenses and Permits. The Company Company, the Guarantors and the Subsidiaries their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company Company, the Guarantors and the Subsidiaries their respective subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company Company, either of the Guarantors nor any of the Subsidiaries their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Trust, the Company and the Broker-Dealer Subsidiaries possess such material permits, licenses, approvals, consents and other governmental and regulatory authorizations (collectively, “Governmental Licenses”) issued by the from all appropriate federal, state, local or foreign regulatory agencies or bodies other public authorities (collectively, "Governmental Licenses") necessary to own and lease their properties and to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregatemanner described in and contemplated by the Prospectus; the Trust, result in a Material Adverse Effect; the Company and the Broker-Dealer Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect; and each of the Company and the Broker-Dealer Subsidiaries is in all material respects complying therewith; and neither the Trust, the Company nor any Broker-Dealer Subsidiary of the Subsidiaries Company has received any notice or otherwise has knowledge of any proceedings or actions relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if in the subject reasonable judgment of an unfavorable decisionthe Company, ruling or finding, would reasonably be expected is likely to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by themas described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Except for matters governed by Environmental Laws which are addressed in Section 3.19, Xxxxx and the Xxxxx Subsidiaries possess such all material permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company of Xxxxx and the Xxxxx Subsidiaries; Xxxxx and the Xxxxx Subsidiaries are in compliance with the terms and conditions requirements of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company Xxxxx nor any of the Xxxxx Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses Licenses, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. Xxxxx has made available to the Acquiror all material Governmental Licenses from the Food and Drug Administration (“FDA”).

Possession of Licenses and Permits. The Company and the Subsidiaries Partnership Entities have timely applied for or possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themassociated with the Assets as presently conducted, except where the failure so to apply for or possess would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company and the Subsidiaries Partnership Entities are in compliance with the terms and conditions of all such Governmental LicensesLicenses received, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses received are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has Partnership Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries Subsidiary possess such regulatory and quasi-regulatory permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company and the Subsidiaries Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries Subsidiary has received any notice of any proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies and third parties, governmental or otherwise, necessary to conduct the business now operated by them as described in the Prospectus or currently proposed to be operated by them, General Disclosure Package except where the failure so to possess such licenses would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse EffectEffect or as disclosed in the Prospectus or General Disclosure Package; the Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in aggregate have a Material Adverse EffectEffect or as disclosed in the Prospectus or General Disclosure Package; and neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and its subsidiaries possess, and are in compliance with the Subsidiaries possess such permitsterms of, all adequate certificates, authorizations, franchises, licenses, approvals, consents consents, permits and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary or material to the conduct of the business as now operated conducted and as described in the General Disclosure Package, including, without limitation, all such certificates, approvals, authorizations, licenses and permits required by them the United States Food and Drug Administration (the “FDA”) or currently proposed to be operated by themany other federal, state or foreign agencies or bodies engaged in the regulation of pharmaceuticals or biohazardous materials, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company and the Subsidiaries are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries Targa Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themtheir respective businesses, except where the failure so to possess would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries Targa Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; and, except as described in the Disclosure Package and neither the Company nor any of Final Prospectus, the Subsidiaries has Targa Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by themas disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Partnership and the Material Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federalFederal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themtheir respective businesses, except where the failure so to possess would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; the Company Partnership and the Material Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected toto result, singly or in the aggregate, result in a Material Adverse Effect; and, except as described in the Disclosure Package and neither the Company nor any of Final Prospectus, the Partnership and the Material Subsidiaries has have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Following the consummation of the Transactions and on the Subsidiaries Closing Date and each settlement date, the Partnership Entities and, with respect to the Asphalt Business, the Parent Seller Entities, will possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently Crude Oil Business and the Asphalt Business, as applicable, as presently conducted and as proposed to be operated by themconducted following the consummation of the Transactions as described in the Disclosure Package and the Prospectus, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Company Parent Seller Entities and the Subsidiaries Partnership Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company Parent Seller Entities nor any of the Subsidiaries has Partnership Entities have received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themas described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Intangibles”), except where the failure so to possess would not be reasonably be expected toto result, singly individually or in the aggregate, result in a Material Adverse Effect; the Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental LicensesIntangibles, except where the failure so to comply would not reasonably be expected toresult, singly individually or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses Intangibles are valid and in full force and effect, except when the invalidity of such Governmental Licenses Intangibles or the failure of such Governmental Licenses Intangibles to be in full force and effect would not be reasonably be expected toto result, singly individually or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of the and its Subsidiaries has have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses Intangibles which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably be expected to result in a Material Adverse Effect; the Company and its Subsidiaries have not violated or received written notice of any infringement of or conflict with (and the Company does not know of any such infringement of or conflict with) asserted rights of others with respect to any such Intangibles, except where any such infringement or conflict would not be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect.

Possession of Licenses and Permits. The Except as disclosed in the General Disclosure Package and the Prospectus, the Company and the its Subsidiaries have at all times possessed, and do possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federalnational, stateprovincial, local or foreign regulatory agencies or bodies and have made all necessary filings required under any applicable law, regulation or rule necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure to do so to possess would not reasonably be expected tonot, singly or in as of the aggregatedate hereof, result in the Applicable Time and the date of the Prospectus, have a Material Adverse Effect; the Company and the its Subsidiaries are are, and have at all times been, in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; Licenses and all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or where the failure of such Governmental Licenses to be in full force and effect do so would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect; and neither the Company nor any of the its Subsidiaries is in violation of, or in default under, or has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to would, as of the date hereof, the Applicable Time and the date of the Prospectus, result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such certificates, permits, licenses, approvals, franchises, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies (including, without limitation, any Licenses from any insurance regulatory agencies or bodies) necessary to own their respective properties or to conduct the business now operated conducted by them or currently proposed disclosed in the General Disclosure Package to be operated conducted by them, except where the failure so to possess such as would not reasonably be expected tonot, singly individually or in the aggregateaggregate with all such other Licenses that have not been obtained, result in be reasonably likely to have a Material Adverse Effect; the Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in be reasonably likely to have a Material Adverse Effect; all of the Governmental Licenses (including, without limitation, any Licenses from any insurance regulatory agencies or bodies) are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in be reasonably likely to have a Material Adverse Effect; and neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which(including, singly without limitation, any Licenses from any insurance regulatory agencies or bodies) which would, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably be expected likely to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure to so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in to have a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, except where the failure to be so in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to any such filings or submissions.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in to have a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, except where the failure to be so in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to any such filings or submissions.

Possession of Licenses and Permits. The Company Guarantor and the Subsidiaries subsidiaries of the Guarantor (including the Trust) possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Company Trust, the Guarantor and the Subsidiaries subsidiaries of the Guarantor are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company Trust, the Guarantor nor any of the Subsidiaries subsidiaries of the Guarantor has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not not, reasonably be expected toto have, singly individually or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not not, reasonably be expected toto have, singly individually or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not not, reasonably be expected toto have, singly individually or in the aggregate, result in a Material Adverse Effect; and neither none of the Company nor any of the Subsidiaries or its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them and described in the Registration Statement or currently proposed to be operated by themProspectus, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and its subsidiaries have filed or caused to be filed with the Subsidiaries appropriate Governmental Entities all forms, statements, reports, and documents (including all exhibits, amendments, and supplements thereto) (each a “Filing”) required to be filed by it with respect to the Company and each of its subsidiary’s businesses and each of their facilities under all applicable laws and their respective rules and regulations thereunder, all of which complied in all respects with all applicable requirements of the appropriate law and rules and regulations thereunder in effect on the date each such Filing was made, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries possess such permitsvalid and current certificates, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) or permits issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by them(each a “Governmental License”), except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; the . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Possession of Licenses and Permits. The Each of the Company and the its Subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies currently necessary to conduct its business as described in the business now operated by them or currently proposed to be operated by themRegistration Statement, the General Disclosure Package and the Prospectus (collectively, “Governmental Licenses”), except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; each of the Company and the its Subsidiaries are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither none of the Company nor any of the or its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themas described in the Registration Statement and the Prospectus (collectively, the “Intangibles”), except where the failure so to possess would is not reasonably be expected likely to, singly individually or in the aggregate, result in a Material Adverse Effect; the . The Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licensesof the Intangibles, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses Intangibles are valid and in full force and effect, except when the invalidity of such Governmental Licenses Intangibles or the failure of such Governmental Licenses Intangibles to be in full force and effect would is not reasonably be expected likely to, singly individually or in the aggregate, result in a Material Adverse Effect; . The Company and neither the Company nor any of the Subsidiaries has have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses of the Intangibles which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably be expected likely to result in a Material Adverse Effect. The Company and the Subsidiaries have not violated or received written notice of any infringement of or conflict with (and the Company does not know of any such infringement of or conflict with) asserted rights of others with respect to any of the Intangibles, except where the infringement of or conflict with is not reasonably likely to, individually or in the aggregate, result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents consents, exemptions and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; . The Company has fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company as a holder of any Governmental License, except where the failure to so fulfill or perform, or the occurrence of such event, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of of, or non-compliance with, any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Operating Partnership and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tocould not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect; the Company Operating Partnership and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tocould not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tocould not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect; and neither the Company Operating Partnership nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would could be reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations issued by the appropriate Governmental Entities (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themas disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Company, ICG LP and the Subsidiaries their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company Company, ICG LP nor any of the Subsidiaries their subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Except as described in the Registration Statement and the Prospectus, the Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure to so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Dura and the Subsidiaries and SDC II possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary material to the conduct of the business now operated by them or currently proposed to be operated by themDura, except where the failure so to possess would not reasonably be expected toSubsidiaries and SDC II, singly or in the aggregate, result in a Material Adverse Effectrespectively; the Company Dura and the Subsidiaries and SDC II are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect or a SDC II Material Adverse Effect, as the case may be; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect or a SDC II Material Adverse Effect, as the case may be; and neither the Company Dura nor any of the Subsidiaries Subsidiary nor SDC II has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect or an SDC II Material Adverse Effect; provided, however, that no FDA approval has been received with respect to products that SDC II currently is not permitted to market.

Possession of Licenses and Permits. The Company Except for matters governed by Environmental Laws which are addressed in Section 3.19, Cxxxx and the Cxxxx Subsidiaries possess such all material permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company of Cxxxx and the Cxxxx Subsidiaries; Cxxxx and the Cxxxx Subsidiaries are in compliance with the terms and conditions requirements of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company Cxxxx nor any of the Cxxxx Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses Licenses, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. Cxxxx has made available to the Acquiror all material Governmental Licenses from the Food and Drug Administration (“FDA”).

Possession of Licenses and Permits. The Company Transaction Entities and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct their business as described in the business now operated by them or currently proposed to be operated by themGeneral Disclosure Package and the Prospectus, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Company Transaction Entities and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither none of the Company Transaction Entities nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents consents, registrations, certificates of need, accreditations, provider or supplier numbers, and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation suspension, revocation, termination or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct its business as currently conducted in the business now operated by them or currently proposed to be operated by themmanner described in the Registration Statement and the Prospectus, except where the failure so to possess such Governmental Licenses would not reasonably be expected to, singly or in the aggregate, to result in a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has and its subsidiaries have not received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and Each of the Subsidiaries possess Partnership Entities possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct its business in the business now operated by them or currently proposed to be operated by themmanner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure so to possess such Governmental Licenses would not reasonably be expected to, singly or in the aggregate, to result in a Material Adverse Effect; each of the Company and the Subsidiaries are Partnership Entities is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any none of the Subsidiaries has Partnership Entities have received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess possesses such permits, licenses, approvals, clearances, certificates, exemptions, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by themit as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to so to possess would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the . The Company and the Subsidiaries are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the . The Company nor any of the Subsidiaries has not received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Except as described in or contemplated by the General Disclosure Package and the Subsidiaries Final Prospectus, and except for those that are the responsibility of the counterparties to obtain pursuant to the terms of the agreements set forth in Exhibit B relating to the Vessels as such agreements are currently in effect (the “Covered Agreements”), the Dynagas Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by themContributed Business, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as described in the Company General Disclosure Package and the Subsidiaries Final Prospectus, the Dynagas Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has Dynagas Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses whichthat, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Dynagas Parties, the charter parties to the Covered Agreements possess, or reasonably expect to possess in the ordinary course of business as necessary, the Governmental Licenses that are the responsibility of the charter parties to obtain pursuant to the terms of the Covered Agreements.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses so possessed by the Company and its Subsidiaries are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in have a Material Adverse Effect; and neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its Significant Subsidiaries has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, except where the failure to be so in compliance would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to any such filings or submissions.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; reasonably be expected to be material to the Company or any of its subsidiaries, taken as a whole. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to be material to the Company or any of its subsidiaries, taken as a Material Adverse Effect; all whole. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in reasonably be expected to be material to the Company or any of its subsidiaries, taken as a Material Adverse Effect; and neither whole. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in be material to the Company or any of its subsidiaries, taken as a Material Adverse Effectwhole.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, sub-licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by by, and have made all declarations and filings with, the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has any reason to believe that any of the Governmental Licenses will not be renewed in the ordinary course, except where the non-renewal would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect.

Possession of Licenses and Permits. The Each of the Company and the its Material Subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”"GOVERNMENTAL LICENSES") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies as are necessary to conduct the business now operated by them or currently proposed to be operated by themit except as could not, except where the failure so to possess would not reasonably be expected to, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Change. The Company and the its Material Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tocould not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all Change. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tocould not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither Change. Neither the Company nor any of the its Material Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would could reasonably be expected to result in a Material Adverse EffectChange.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected tocould not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tocould not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tocould not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would could be reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure to so to possess any of the foregoing would not reasonably be expected tonot, singly individually or in the aggregate, result in reasonably be expected to have a Material Adverse EffectEffect or would not have a material adverse effect on the transactions contemplated by this Agreement; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, clearances, certificates, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them (including, without limitation, all such permits, licenses, approvals, clearances, certificates, consents and other authorizations required by the FDA, the Department of Health and Human Services, the EMA or currently proposed any other federal, state, local or foreign agencies or bodies engaged in the regulation of pre-clinical studies and clinical trials, medical devices, or activities related to be the business now operated by themthe Company and its subsidiaries) (collectively, “Governmental Licenses”), except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the . The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; all of the . All such Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; and neither . Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them and described in the Registration Statement or currently proposed to be operated by themProspectus, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected tonot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.