Common use of Regulatory Agreements; Permits Clause in Contracts

Regulatory Agreements; Permits. Except as set forth on Section 2.11 of the Chaparral Disclosure Schedules: (a) There are no: (i) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings to which Chaparral or any Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand, (ii) Orders (as defined in Section 2.12) or directives of or supervisory letters from a Governmental Authority specifically with respect to Chaparral or any Subsidiary, or (iii) resolutions or policies or procedures adopted by Chaparral or any Subsidiary at the request of a Governmental Authority, that (A) limit in any material respect the ability of Chaparral or any Subsidiary to conduct its business as currently being conducted or as contemplated by the Parties to be conducted following the Closing, (B) in any manner impose any requirements on Chaparral or any Subsidiary that materially add to or otherwise materially modify in any respect the requirements imposed under applicable Laws, (C) require Chaparral or any Subsidiary or any of its divisions to make capital contributions or make loans to another division or affiliate of Chaparral or any Subsidiary or (D) in any manner relate to the ability of Chaparral or any Subsidiary to pay dividends or otherwise materially restrict the conduct of business of Chaparral or any Subsidiary in any respect. (b) Chaparral and each Subsidiary hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Chaparral Permits”), all of which are in full force and effect, and no suspension, non-renewal, amendment, restriction, limitation or cancellation of any of the Chaparral Permits is pending or, to the knowledge of Chaparral, threatened, except where the failure of any of the Chaparral Permits to be in full force and effect, or the suspension or cancellation of any of the Chaparral Permits, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of Chaparral, no facts or circumstances exist that would reasonably be expected to impact Chaparral’s ability to obtain any material Chaparral Permit in the future as may be necessary for Chaparral to continue its operations as currently contemplated. Neither Chaparral nor any Subsidiary is in violation in any material respect of the terms of any Chaparral Permit. (c) To the knowledge of Chaparral each of the officers and employees of Chaparral and all Subsidiaries are in compliance with all applicable federal, state and foreign Laws requiring any registration, licensing or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to be in compliance or such liability or disability would not reasonably be expected to have a Material Adverse Effect.

Regulatory Agreements; Permits. Except as set forth on Section 2.11 of the Chaparral Disclosure Schedules: (a) There Except as disclosed in Section 3.11(a) of the Portables Disclosure Letter, there are no: (i) written agreements, consent no agreements, memoranda of understanding, commitment letters, or cease and desist orders, or similar undertakings to which Chaparral Portables or any Portables Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand, (ii) Orders (as defined in Section 2.12) or directives of or supervisory letters from a Governmental Authority specifically with respect to Chaparral or any Subsidiary, or (iii) resolutions or policies or procedures adopted by Chaparral or any Subsidiary at the request of a Governmental Authority, that (A) limit in any material respect the ability of Chaparral or any Subsidiary to conduct its business as currently being conducted or as contemplated by the Parties to be conducted following the Closing, (B) in any manner impose any requirements on Chaparral or any Subsidiary that materially add to or otherwise materially modify in any respect the requirements imposed under applicable Laws, (C) require Chaparral or any Subsidiary or any of its divisions to make capital contributions or make loans to another division or affiliate of Chaparral or any Subsidiary or (D) in any manner relate to the ability of Chaparral or any Subsidiary to pay dividends or otherwise materially restrict the conduct of business of Chaparral or any Subsidiary in any respect. (b) Chaparral Except as disclosed in Section 3.11(b) of the Portables Disclosure Letter, each of Portables, the Portables Subsidiaries, and each employee of Portables or any Portables Subsidiary who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with Portables or such Portables Subsidiary, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizationsauthorizations of Governmental Authorities, certificates, consents and approvals necessary to lawfully conduct its Portables’ or the Portables Subsidiaries’ respective business as presently conducted conducted, and to own, lease and operate its Portables’ or the Portables Subsidiaries’ respective assets and properties (collectively, the “Chaparral Portables Permits”). Portables has made available to Zoom true, correct and complete copies of all Portables Permits. All of which the Portables Permits are in full force and effect, and no suspension, non-renewal, amendment, restriction, limitation or cancellation of any of the Chaparral Permits is pending or, to the knowledge of Chaparral, threatened, except where the failure of any of the Chaparral Permits to be in full force and effect, or the suspension or cancellation of any of the Chaparral PermitsPortables Permits is pending or, would to Portables’ knowledge, threatened. Portables and the Portables Subsidiaries are not reasonably be expected to have a Material Adverse Effect. To the knowledge of Chaparral, no facts or circumstances exist that would reasonably be expected to impact Chaparral’s ability to obtain any material Chaparral Permit in the future as may be necessary for Chaparral to continue its operations as currently contemplated. Neither Chaparral nor any Subsidiary is in violation in any material respect of the terms of any Chaparral Portables Permit. (c) To the knowledge of Chaparral each of the officers and employees of Chaparral and all Subsidiaries are in compliance Portables’ knowledge, no investigation, review or market conduct examination by any Governmental Authority with all applicable federal, state and foreign Laws requiring respect to Portables or any registration, licensing Portables Subsidiary is pending or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to be in compliance or such liability or disability would not reasonably be expected to have a Material Adverse Effectthreatened.

Regulatory Agreements; Permits. Except as set forth on Section 2.11 2.10 of the Chaparral Migami Disclosure Schedules: (a) There are no: (i) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings to which Chaparral Migami or any Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand, (ii) Orders (as defined in Section 2.12) or directives of or supervisory letters from a Governmental Authority specifically with respect to Chaparral Migami or any Subsidiary, or (iii) resolutions or policies or procedures adopted by Chaparral Migami or any Subsidiary at the request of a Governmental Authority, that (A) limit in any material respect the ability of Chaparral Migami or any Subsidiary to conduct its business as currently being conducted or as contemplated by the Parties to be conducted following the Closing, (B) in any manner impose any requirements on Chaparral Migami or any Subsidiary that materially add to or otherwise materially modify in any respect the requirements imposed under applicable Laws, (C) require Chaparral Migami or any Subsidiary or any of its divisions to make capital contributions or make loans to another division or affiliate Affiliate (as defined herein) of Chaparral Migami or any Subsidiary or (D) in any manner relate to the ability of Chaparral Migami or any Subsidiary to pay dividends or otherwise materially restrict the conduct of business of Chaparral Migami or any Subsidiary in any respect. (b) Chaparral Migami and each Subsidiary hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Chaparral Migami Permits”“), all of which are in full force and effect, and no suspension, non-renewal, amendment, restriction, limitation or cancellation of any of the Chaparral Migami Permits is pending or, to the knowledge Knowledge of ChaparralMigami, threatened, except where the failure of any of the Chaparral Migami Permits to be in full force and effect, or the suspension or cancellation of any of the Chaparral Migami Permits, would not reasonably be expected to have a Material Adverse Effect. To the knowledge Knowledge of ChaparralMigami, no facts or circumstances exist that would reasonably be expected to impact ChaparralMigami’s ability to obtain any material Chaparral Migami Permit in the future as may be necessary for Chaparral Migami to continue its operations as currently contemplated. Neither Chaparral Migami nor any Subsidiary is in violation in any material respect of the terms of any Chaparral Migami Permit. (c) To the knowledge of Chaparral each Each of the officers and employees of Chaparral Migami and all Subsidiaries are in compliance with all applicable federal, state and foreign Laws requiring any registration, licensing or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to be in compliance or such liability or disability would not reasonably be expected to have a Material Adverse Effect.

Regulatory Agreements; Permits. Except as set forth on Section 2.11 of the Chaparral Disclosure Schedules: (a) There are no: no (i1) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings to which Chaparral CIC or any Subsidiary CIC subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand, (ii2) Orders (as defined in Section 2.12) orders or directives of or supervisory letters from a Governmental Authority specifically with respect to Chaparral CIC or any SubsidiaryCIC subsidiary, or (iii3) resolutions or policies or procedures adopted by Chaparral CIC or any Subsidiary a CIC subsidiary at the request of a Governmental Authority, that (A) limit in any material respect the ability of Chaparral CIC or any Subsidiary of the CIC subsidiaries to conduct its business as currently being conducted or as contemplated by the Parties to be conducted following the Closingissue insurance policies, (B) in any manner impose any requirements on Chaparral CIC or any Subsidiary of the CIC subsidiaries in respect of risk-based capital requirements that materially add to or otherwise materially modify in any respect the risk-based capital requirements imposed under applicable Laws, (C) require Chaparral or any Subsidiary CIC or any of its divisions affiliates to make capital contributions contributions, purchase surplus notes or make loans to another division or affiliate of Chaparral or any Subsidiary a CIC subsidiary, or (D) in any manner relate to the ability of Chaparral CIC or any Subsidiary of the CIC subsidiaries to pay dividends or otherwise materially restrict the conduct of business of Chaparral CIC or any Subsidiary of the CIC subsidiaries in any respect. (b) Chaparral CIC and each Subsidiary the CIC subsidiaries hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct its business their businesses as presently conducted and contemplated to be conducted, and to own, lease and operate its their assets and properties (collectively, the “Chaparral CIC Permits”), all of which are in full force and effect, and no suspension, non-renewal, amendment, restriction, limitation suspension or cancellation of any of the Chaparral CIC Permits is pending or, to the knowledge of ChaparralCIC, threatened, except where the failure of any of the Chaparral CIC Permits to be have been in full force and effect, or the suspension or cancellation of any of the Chaparral CIC Permits, would not reasonably be expected to have have, individually or in the aggregate, a CIC Material Adverse Effect. To Schedule 2.36(b) of the knowledge of Chaparral, no facts or circumstances exist that would reasonably be expected to impact Chaparral’s ability to obtain any material Chaparral Permit in CIC Schedules sets forth each CIC Permit. CIC and the future as may be necessary for Chaparral to continue its operations as currently contemplated. Neither Chaparral nor any Subsidiary is CIC subsidiaries are not in violation in any material respect of the terms of any Chaparral CIC Permit. (c) To No investigation, review or market conduct examination by any Governmental Authority with respect to CIC or any CIC subsidiary is pending or, to the knowledge of Chaparral each CIC, threatened, nor does CIC have knowledge of the officers and employees of Chaparral and all Subsidiaries are in compliance with all applicable federal, state and foreign Laws requiring any registration, licensing Governmental Authority’s intention to conduct any such investigation or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to be in compliance or such liability or disability would not reasonably be expected to have a Material Adverse Effectreview.

Regulatory Agreements; Permits. Except as set forth on Section 2.11 of the Chaparral Nayarit Disclosure Schedules: (a) There are no: (i) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings to which Chaparral Nayarit or any Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand, (ii) Orders (as defined in Section 2.12) or directives of or supervisory letters from a Governmental Authority specifically with respect to Chaparral Nayarit or any Subsidiary, or (iii) resolutions or policies or procedures adopted by Chaparral Nayarit or any Subsidiary at the request of a Governmental Authority, that (A) limit in any material respect the ability of Chaparral Nayarit or any Subsidiary to conduct its business as currently being conducted or as contemplated by the Parties to be conducted following the Closing, (B) in any manner impose any requirements on Chaparral Nayarit or any Subsidiary that materially add to or otherwise materially modify in any respect the requirements imposed under applicable Laws, (C) require Chaparral Nayarit or any Subsidiary or any of its divisions to make capital contributions or make loans to another division or affiliate Affiliate of Chaparral Nayarit or any Subsidiary or (D) in any manner relate to the ability of Chaparral Nayarit or any Subsidiary to pay dividends or otherwise materially restrict the conduct of business of Chaparral Nayarit or any Subsidiary in any respect. (b) Chaparral Nayarit and each Subsidiary hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Chaparral Nayarit Permits”), all of which are in full force and effect, and no suspension, non-renewal, amendment, restriction, limitation or cancellation of any of the Chaparral Nayarit Permits is pending or, to the knowledge Knowledge of ChaparralNayarit, threatened, except where the failure of any of the Chaparral Nayarit Permits to be in full force and effect, or the suspension or cancellation of any of the Chaparral Nayarit Permits, would not reasonably be expected to have a Material Adverse Effect. To the knowledge Knowledge of ChaparralNayarit, no facts or circumstances exist that would reasonably be expected to impact ChaparralNayarit’s or any Subsidiary’s ability to obtain any material Chaparral Nayarit Permit in the future as may be necessary for Chaparral Nayarit or any Subsidiary to continue its operations as currently contemplated. Neither Chaparral Nayarit nor any Subsidiary is in violation in any material respect of the terms of any Chaparral Nayarit Permit. (c) To the knowledge Knowledge of Chaparral Nayarit each of the officers and employees of Chaparral Nayarit and all Subsidiaries are in compliance with all applicable federal, state and foreign Laws requiring any registration, licensing or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to be in compliance or such liability or disability would not reasonably be expected to have a Material Adverse Effect.