Common use of Possession of Licenses and Permits Clause in Contracts

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities and their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in The Operating Partnership and the Prospectus, each of the Transaction other Simon Entities and their subsidiaries each Property Partnership possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, them except where for such Governmental Licenses the failure so to possess obtain would not, singly or in the aggregate, result in a Material Adverse Effect; each of . The Operating Partnership and the Transaction other Simon Entities and their subsidiaries each Property Partnership are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in None of the ProspectusOperating Partnership, neither the Company nor any of its subsidiaries the other Simon Entities or any Property Partnership has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct their business as described in the business now operated by themGeneral Disclosure Package and the Prospectus, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, each of the Transaction Entities Company and their subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents consents, permits, certifications, clearances, orders and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities . The Company and their 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither Neither the Company nor any of its subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities and their subsidiaries possess The Company possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies and third parties, governmental or otherwise necessary under applicable law to conduct the business now operated by themit as described in the General Disclosure Package and the Final Prospectus, except where the failure so for such failures to possess Licenses as would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither ; and the Company nor any of its subsidiaries has not received any notice of proceedings relating to the revocation or modification of any Governmental such Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described set forth in the Registration Statement, the General Disclosure Package and the Prospectus, each of the Transaction Entities Company, the Operating Partnership and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company, the Operating Partnership and 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in ; and none of the ProspectusCompany, neither the Company nor Operating Partnership or any of its their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company, the Operating Partnership and their subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations issued by the appropriate federal, state, local or foreign regulatory agencies or bodies currently necessary to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them), except where the failure to so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company, the Operating Partnership and their 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in ; and none of the ProspectusCompany, neither the Company nor any of its Operating Partnership or their subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company, the Operating Partnership and their subsidiaries possess Subsidiaries possesses such permits, licenses, approvals, consents and other authorizations issued by the appropriate federal, state, local or foreign regulatory agencies or bodies currently necessary to conduct its business as described in the Registration Statement and the Prospectus (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them), except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company, the Operating Partnership and their subsidiaries are Subsidiaries is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in ; and none of the ProspectusCompany, neither the Company nor any of its subsidiaries Operating Partnership or their Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct their business as described in the business now operated by themStatutory Prospectus and the Prospectus, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company, the Operating Partnership and their subsidiaries the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, them except where the failure so to possess any such Governmental Licenses would not, singly or in the aggregate, not result in a Material Adverse EffectEvent; each of the Transaction Entities Company, the Operating Partnership and their subsidiaries Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in ; and none of the ProspectusCompany, neither the Company nor Operating Partnership or any of its subsidiaries the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described specifically disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus, each of the Transaction Entities and their subsidiaries possess Manager possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) Licenses issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law for the Manager to conduct perform its duties set forth in the business now operated by themManagement Agreement, dated as of August 17, 2009, between the Company and the Manager (the “Management Agreement”) except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are Manager is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in ; and the Prospectus, neither the Company nor any of its subsidiaries Manager has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies, including, without limitation, the Utilities Commission and cities and towns within the service territory of the Company, necessary under applicable law to conduct the business now operated by them, except where them and for the failure so Company to possess would not, singly or in own and operate its electric plant and its gas plant; the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company, the Operating Partnership and their subsidiaries the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, them except where the failure so to possess any such Governmental Licenses would not, singly or in the aggregate, not result in a Material Adverse Effect; each of the Transaction Entities Company, the Operating Partnership and their subsidiaries Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in ; and none of the ProspectusCompany, neither the Company nor Operating Partnership or any of its subsidiaries the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described set forth in the ProspectusRegistration Statement, each of the Transaction Entities Prospectus and the General Disclosure Package, the Company, the Operating Partnership and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of . The Company, the Transaction Entities Operating Partnership and 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in None of the ProspectusCompany, neither the Company nor Operating Partnership or any of its their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities and their subsidiaries possess such The Company possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local and foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by themit, except where the failure so to possess would notobtain such Governmental Licenses, singly or in the aggregate, result in would not have a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus; each of the Transaction Entities and their subsidiaries are Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect. All Effect or as otherwise disclosed in the Registration Statement and the Prospectus ; 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, singly or in the aggregate, result in not have a Material Adverse Effect. Except Effect or as described otherwise disclosed in the Registration Statement and the Prospectus, neither ; and the Company nor any of its subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus.

Possession of Licenses and Permits. Except as described in The Company, the Prospectus, each of Operating Partnership and the Transaction other Simon Entities and their subsidiaries each Property Partnership possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, them except where for such Governmental Licenses the failure so to possess obtain would not, singly or in the aggregate, result in a Material Adverse Effect; each of . The Company, the Transaction Operating Partnership and the other Simon Entities and their subsidiaries each Property Partnership are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in None of the ProspectusCompany, neither the Company nor Operating Partnership, any of its subsidiaries the other Simon Entities or any Property Partnership has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by themthem and as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities . The Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither Neither the Company nor any of its subsidiaries has received any written notice of proceedings relating to the revocation or modification of any Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies, including, without limitation, the Washington Utilities and Transportation Commission and cities and towns within the service territory of the Company, necessary under applicable law to conduct the business now operated by them, except where them and for the failure so Company to possess would not, singly or in own and operate its electric plant and its gas plant; the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All Change; 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, Change; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse EffectChange.

Possession of Licenses and Permits. Except as described specifically disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus, each of the Transaction Entities and their subsidiaries possess Manager possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) Licenses issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law for the Manager to conduct perform its duties set forth in the business now operated by themManagement Agreement, dated as of August 17, 2009, between the Company and the Manager, as amended (the “Management Agreement”) except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are Manager is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in ; and the Prospectus, neither the Company nor any of its subsidiaries Manager has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities and their subsidiaries possess such The Company possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local and foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by themit, except where the failure so to possess would notobtain such Governmental Licenses, singly or in the aggregate, result in would not have a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus; each of the Transaction Entities and their subsidiaries are Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect. All Effect or as otherwise disclosed in the Registration Statement and the Prospectus; 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, singly or in the aggregate, result in not have a Material Adverse Effect. Except Effect or as described otherwise disclosed in the Registration Statement and the Prospectus, neither ; and the Company nor any of its subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse EffectEffect or as otherwise disclosed in the Registration Statement and the Prospectus.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company, the Operating Partnership and their subsidiaries possess the Subsidiaries possesses such certificates, permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, them except where for such Governmental Licenses the failure so to possess obtain would not, singly or in the aggregate, result in a Material Adverse Effect; each of . The Company, the Transaction Entities Operating Partnership and their subsidiaries the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in Neither the ProspectusCompany, neither the Company Operating Partnership nor any of its subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, and as described in the Registration Statement, the Prospectus and the General Disclosure Package, and have made all declarations and filings with the appropriate Governmental Entities that are necessary for the conduct of their respective businesses as described in the Registration Statement, the Prospectus and the General Disclosure Package, except where the failure so to possess such Governmental Licenses or make such declarations or filings would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities . The Company and their 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Partnership Entities possesses, or at the Closing Date and their subsidiaries possess each Option Closing Date, if any, after giving effect to the Formation Transaction, will possess, such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the its business now operated by them, except where the failure so to possess would not, singly or in the aggregatemanner described in the Registration Statement, result in a Material Adverse Effectthe General Disclosure Package and the Prospectus; each of the Transaction Partnership Entities and their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually 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, singly individually or in the aggregate, result in have a Material Adverse Effect. Except as described in ; and none of the Prospectus, neither the Company nor any of its subsidiaries QR Parties has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses that, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in The Company, the Prospectus, each of the Transaction Entities Operating Partnership and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, or local regulatory agencies or bodies necessary under applicable law to conduct the business now operated conducted by them, or proposed to be conducted by them, as described in the Prospectus, except where the failure so to possess any such Governmental License would not, singly or in the aggregate, result in not have a Material Adverse Effect; each of . The Company, the Transaction Entities Operating Partnership and 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, 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, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in None of the ProspectusCompany, neither the Company nor Operating Partnership or any of its their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations, including without limitation, such permits, licenses, approvals, consents and other authorizations required by the DOT, the FAA, EASA and the ITAR (collectively, “Governmental Licenses”) ), issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities . The Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their its subsidiaries possess or qualify for an exemption from any applicable requirement to obtain, such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; each of the Transaction Entities . The Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply 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, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, neither Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their subsidiaries its Subsidiaries possess such permits, licenses, certificates, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local and foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would notobtain such Governmental Licenses, singly or in the aggregate, result in would not have a Material Adverse Effect; each of Effect on the Transaction Entities Company. The Company and their 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, singly or in the aggregate, result in a Material Adverse Effect. All Effect on the Company, and 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, singly or in the aggregate, not result in a Material Adverse EffectEffect on the Company. Except as described in As of the Prospectusdate hereof, neither none of the Company nor any of or its subsidiaries has Subsidiaries have received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse EffectEffect on the Company.

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

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction The Partnership Entities and their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where the failure so to possess such permits, licenses, approvals, consents and other authorizations would not, singly individually or in the aggregate, result in a Material Adverse Effect; each of the Transaction Partnership Entities and their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in 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, singly individually or in the aggregate, result in have a Material Adverse Effect. Except as described in ; and none of the Prospectus, neither the Company nor any of its subsidiaries Partnership Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company, the Operating Partnership and their subsidiaries the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, them except where the failure so to possess any such Governmental Licenses would not, singly or in the aggregate, not result in a Material Adverse Effect; each of the Transaction Entities Company, the Operating Partnership and their subsidiaries Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in ; and none of the ProspectusCompany, neither the Company nor Operating Partnership or any of its subsidiaries the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

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

Possession of Licenses and Permits. Except as described specifically disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus, each of the Transaction Entities and their subsidiaries possess Manager possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) Licenses issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law for the Manager to conduct perform its duties set forth in the business now operated by themManagement Agreement, dated as of August 17, 2009, between the Company and the Manager, as amended (the “Management Agreement”), except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are Manager is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in ; and the Prospectus, neither the Company nor any of its subsidiaries Manager has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, and as described in the Registration Statement, the Prospectus and the General Disclosure Package, and have made all declarations and filings with the appropriate Governmental Entities that are necessary for the conduct of their respective businesses as described in the Registration Statement, the Prospectus and the General Disclosure Package, except where the failure to so to possess such Governmental Licenses or make such declarations or filings would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities . The Company and their 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, each of the Transaction Entities Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities . The Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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 the Governmental Licenses or the failure of such the Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company and their its subsidiaries possess such all permits, licenses, approvals, consents and other authorizations of (collectively, “Governmental Licenses”) issued by the appropriate ), and has made all filings, applications and registrations with, all Governmental Entities necessary under applicable law to permit the Company or such subsidiary to conduct the business now operated by themthe Company or its subsidiaries, except where the failure to do so to possess would not, singly individually or in the aggregate, result in have a Material Adverse Effect; each of the Transaction Entities . The Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually 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, singly individually or in the aggregate, result in have a Material Adverse Effect. Except as described in the Prospectus, neither Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the ProspectusGold Xxxx, each of the Transaction Entities New Gold Xxxx and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Gold Xxxx, New Gold Xxxx and 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus; and none of Gold Xxxx, neither the Company nor New Gold Xxxx or any of its their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in or contemplated by the Disclosure Package and the Final Prospectus, each of the Transaction Partnership Entities and their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by themassociated with their assets in their current stage of development, except where the failure so to possess would not, singly individually or in the aggregate, result in a Material Adverse Effect; each of the Transaction Partnership Entities and their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually 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, singly individually or in the aggregate, result in a Material Adverse Effect. Except as described in ; and the Prospectus, neither the Company nor any of its subsidiaries has Partnership Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses that, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, and as described in the Registration Statement, the General Disclosure Package and the Prospectus, and have made all declarations and filings with the appropriate Governmental Entities that are necessary for the conduct of their respective businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to so to possess such Governmental Licenses or make such declarations or filings would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities . The Company and their 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described specifically disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, each of the Transaction Entities and their subsidiaries possess Manager possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) Licenses issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law for the Manager to conduct perform its duties set forth in the business now operated by themManagement Agreement, dated as of August 17, 2009, between the Company and the Manager (the “Management Agreement”) except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are Manager is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in ; and the Prospectus, neither the Company nor any of its subsidiaries Manager has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in or contemplated by the Disclosure Package and the Final Prospectus, each of the Transaction Partnership Entities and their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by themassociated with their assets in their current stage of development, except where the failure so to possess would not, singly individually or in the aggregate, result in a Material Adverse Effect; each of the Transaction Partnership Entities and their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually 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, singly individually or in the aggregate, result in a Material Adverse Effect. Except as described in ; and the Prospectus, neither the Company nor any of its subsidiaries has Partnership Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses that, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, aggregate would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in The Company and, to the ProspectusCompany's knowledge, each of the Transaction Entities and their subsidiaries Hybrid possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, them except where the failure so to possess posses any one or more of such Governmental Licenses would not, singly or in the aggregate, result in have a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are Company and, to the Company's knowledge, Hybrid is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in 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, singly or in the aggregate, result in not have a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries nor, to the Company's knowledge, Hybrid has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described otherwise disclosed in the Registration Statement or the Prospectus, each of the Transaction Entities Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state or local regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or . Except as otherwise disclosed in the aggregateRegistration Statement or the Prospectus, result in a Material Adverse Effect; each of the Transaction Entities Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement or the Prospectus, 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, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement or the Prospectus, neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company and their subsidiaries possess American possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies and third parties, governmental or otherwise necessary under applicable law to conduct the business now operated by themit as described in the General Disclosure Package and the Final Prospectus, except where the failure so for such failures to possess Licenses as would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their subsidiaries are American is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries American has received any notice of proceedings relating to the revocation or modification of any Governmental such Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the ProspectusPreliminary Offering Memorandum, each of the Transaction Entities Pricing Disclosure Package and their the Final Offering Memorandum, the Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities . The Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither Neither the Company nor any of its subsidiaries subsidiary has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described disclosed in the Registration Statement and the Prospectus, each of the Transaction Entities Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, the “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities . The Company and their its 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, 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 the Governmental Licenses or the failure of such the Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect. Except as described disclosed in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company and their its subsidiaries possess possesses such permits, licenses, approvals, consents consents, clearances, certificates and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities of any federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by themit, except where the failure so to possess would not, singly individually or in the aggregate, result in a Material Adverse Effect; each . Each of the Transaction Entities Company and their 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, 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, singly individually or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither Neither the Company nor any of its subsidiaries has received or has reason to believe it will receive any notice of proceedings relating to, and has no knowledge of any events or circumstances that could reasonably be expected to result in, the suspension, revocation or modification of any such Governmental Licenses thatLicense which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities and their subsidiaries possess The Company possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies and third parties, governmental or otherwise, necessary under applicable law to conduct the business now operated by themit as described in the General Disclosure Package and the Final Prospectus, except where the failure so for such failures to possess Licenses as would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither ; and the Company nor any of its subsidiaries has not received any notice of proceedings relating to the revocation or modification of any Governmental such Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

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

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities and their subsidiaries possess The Company possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies and third parties, governmental or otherwise, necessary under applicable law to conduct the business now operated by themthem as described in the General Disclosure Package and the Final Prospectus, except where the failure so for such failures to possess Licenses as would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither ; and the Company nor any of its subsidiaries has not received any notice of proceedings relating to the revocation or modification of any Governmental such Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

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

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Issuer and the Company and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Issuer and the Company and 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in ; and neither the Prospectus, neither Issuer nor the Company nor any of its their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described disclosed in the Registration Statements, the General Disclosure Package and the Prospectus, each of the Transaction Entities Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities . The Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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 the Governmental Licenses or the failure of such the Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect. Except as described disclosed in the Registration Statements, the General Disclosure Package and the Prospectus, neither of the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any of the Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company and their subsidiaries possess American possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies and third parties, governmental or otherwise necessary under applicable law to conduct the business now operated by themit as described in the Prospectus, except where the failure so for such failures to possess Licenses as would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their subsidiaries are American is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries American has received any notice of proceedings relating to the revocation or modification of any Governmental such Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct their business as described in the business now operated by themGeneral Disclosure Package and the Prospectus, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any either of its subsidiaries Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company, the Operating Partnership and their subsidiaries the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, them except where the failure so to possess any such Governmental Licenses would not, singly or in the aggregate, not result in a Material Adverse Effect; each of the Transaction Entities Company, the Operating Partnership and their subsidiaries Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in ; and none of the ProspectusCompany, neither the Company nor Operating Partnership or any of its subsidiaries the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in The Company, the Prospectus, each of Operating Partnership and the Transaction Entities and their subsidiaries Subsidiaries possess such all permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where the failure to so to possess would not, singly individually or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company, the Operating Partnership and their subsidiaries the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in 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, singly individually or in the aggregate, result in have a Material Adverse Effect. Except as described in ; and none of the ProspectusCompany, neither the Company nor Operating Partnership or any of its subsidiaries the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described The Company and its subsidiaries have been and are in the Prospectus, each possession of the Transaction Entities and their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities Entity necessary under applicable law to conduct the business now operated by them, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or where the failure so to possess would not, singly individually or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually 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, singly individually or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities and their subsidiaries possess The Company possesses such permits, licenses, approvals, consents consents, exemptions, registrations, and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by themas described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure so to possess would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are . The Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither the The Company nor any of its subsidiaries has not received any written notice of proceedings relating to the revocation or modification of of, or non-compliance with, any Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect, and to the Company’s knowledge, no such proceedings are threatened.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company, the Operating Partnership and their subsidiaries the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, them except where the failure so to possess any such Governmental Licenses would not, singly or in the aggregate, not result in a Material Adverse Effect; each of the Transaction Entities Company, the Operating Partnership and their subsidiaries Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in ; and none of the ProspectusCompany, neither the Company nor Operating Partnership or any of its subsidiaries the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described disclosed in the Prospectus, each of the Transaction Entities Company and their subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies and third parties, governmental or otherwise, necessary under applicable law to conduct the business now operated by themthem as described in the General Disclosure Package and the Prospectus, except where the failure so for such failures to possess Licenses as would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their 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, singly or in the aggregate, result in 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental such Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where the failure so to possess such permits, licenses, approvals, consents and other authorizations would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their 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, singly or in the aggregate, result in 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, singly or in the aggregate, result in not have a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities and their subsidiaries possess The Company possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated of the Company as described in the Prospectus, including without limitation, all such registrations, approvals, certificates, authorizations and permits required by themthe United States Food and Drug Administration (the “FDA”) or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are Company is in compliance with the terms and conditions requirements of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither ; and the Company nor any of its subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct their business as described in the business now operated by themRegistration Statement and the Prospectus, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company and their subsidiaries possess the Guarantor possesses such permits, licenses, approvalsregistrations (other than franchise registrations, consents which are covered by (xxxiii) below) and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by themit, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their subsidiaries are the Guarantor is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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 where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses License to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries the Guarantor has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by themthem and is in compliance with Applicable Laws, except where the failure so to possess the same or such noncompliance would not, singly or in the aggregate, result in have a Material Adverse Effect; each of the Transaction Entities Company and their 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, singly or in the aggregate, result in 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, singly or in the aggregate, result in not have a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Registration Statement, the General Disclosure Package or the Prospectus, each of the Transaction Entities Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities . The Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in The Operating Partnership, the Prospectus, each of the Transaction Entities Company and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, or local regulatory agencies or bodies necessary under applicable law to conduct the business now operated conducted by them, or proposed to be conducted by them, as described in the Prospectus, except where the failure so to possess any such Governmental License would not, singly or in the aggregate, result in not have a Material Adverse Effect; each of . The Operating Partnership, the Transaction Entities Company and 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, 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, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in None of the ProspectusOperating Partnership, neither the Company nor or any of its their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their subsidiaries its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies and third parties, governmental or otherwise, necessary under applicable law to conduct the business now operated by them, them as described in the Prospectus except where the failure so to possess such licenses would not, singly or in the aggregate, result in have a Material Adverse EffectEffect or as disclosed in the Prospectus; each of the Transaction Entities Company and their 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, singly or in the aggregate, result in 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, singly or in the aggregate, result in not have a Material Adverse Effect. Except Effect or as described disclosed in the Prospectus, ; and neither the Company nor any of its subsidiaries Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental such Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”) "), including certificates of need, licenses, pharmacy licenses, Medicare provider numbers, accreditations and other similar documentation or approvals of any local health departments of any authority, issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where ; the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have 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, singly or in the aggregate, result in have a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their its subsidiaries possess such permits, licenses, approvals, consents consents, clearances, certificates, supplier numbers and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities of any federal, state, local or foreign regulatory agencies or bodies or contractors thereof necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries has received received, and has no reason to believe it will receive, any notice of proceedings relating to, and has no knowledge of any events or circumstances that could reasonable be expected to result in, the suspension, revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company and their subsidiaries possess the Operating Partnership possesses such permits, licenses, approvals, consents and other authorizations issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct their business as described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them), except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their subsidiaries are the Operating Partnership is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries the Operating Partnership has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities The Company and their subsidiaries Pinnacle Airlines possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies, including the Department of Transportation and the Federal Aviation Administration, necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their subsidiaries Pinnacle Airlines are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the such 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and neither the Company nor any of its subsidiaries Pinnacle Airlines has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities and their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in ; and none of the Prospectus, neither the Company Transaction Entities nor any of its their subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Company and their subsidiaries possess the Guarantor possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies and third parties, governmental or otherwise necessary under applicable law to conduct the business now operated by themit as described in the General Disclosure Package and the Final Prospectus, except where the failure so for such failures to possess Licenses as would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities Company and their subsidiaries are the Guarantor is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither ; and the Company nor any of its subsidiaries has and the Guarantor have not received any notice of proceedings relating to the revocation or modification of any Governmental such Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described set forth in the Registration Statement, the General Disclosure Package and the Prospectus, each of the Transaction Entities Company, the Operating Partnership and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of . The Company, the Transaction Entities Operating Partnership and 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, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in None of the ProspectusCompany, neither the Company nor Operating Partnership and any of its their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each of Disclosure Package and the Transaction Entities Offering Memorandum: (a) the Company and their subsidiaries the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of ; (b) the Transaction Entities Company and their subsidiaries the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All ; (c) 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, ; and (d) neither the Company nor any of its subsidiaries the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described in the Prospectus, each Each of the Transaction Entities Operating Partnership, the Company and their subsidiaries possess the Subsidiaries possesses such certificates, permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law to conduct the business now operated by themthem except for such Governmental Licenses, except where the failure so to possess obtain would not, singly or in the aggregate, result in a Material Adverse Effect; each of . The Operating Partnership, the Transaction Entities Company and their subsidiaries the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in Neither the ProspectusOperating Partnership, neither the Company nor any of its subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described in the Prospectus, each of the Transaction Entities and their subsidiaries possess The Company possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies and third parties, governmental or otherwise, necessary under applicable law to conduct the business now operated by themthem as described in the General Disclosure Package and the Final Prospectus, except where the failure so for such failures to possess Licenses as would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Prospectus, neither ; and the Company nor any of its subsidiaries has not received any notice of proceedings relating to the revocation or modification of any Governmental such Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

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

Possession of Licenses and Permits. Except as described disclosed in the Registration Statement and the Prospectus, each of the Transaction Entities Company and their its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities . The Company and their its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described disclosed in the Registration Statement and the Prospectus, neither none of the Company nor any of or its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Possession of Licenses and Permits. Except as described specifically disclosed in the ProspectusRegistration Statement, each of the Transaction Entities Final Prospectus and their subsidiaries possess the Disclosure Package, the Manager possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) Licenses issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary under applicable law for the Manager to conduct perform its duties set forth in the business now operated by themManagement Agreement, dated as of August 17, 2009, between the Company and the Manager (the “Management Agreement”) except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction Entities and their subsidiaries are Manager is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All ; all of the 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, singly or in the aggregate, result in a Material Adverse Effect. Except as described in ; and the Prospectus, neither the Company nor any of its subsidiaries Manager has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses thatwhich, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.