Common use of Schedule 3 Clause in Contracts

Schedule 3. 11 contains a complete and accurate list of each Governmental Authorization that is held by Target or that otherwise relates to the business of, or to any of the assets owned or used by, Target. Each Governmental Authorization listed or required to be listed in Schedule 3.11 is valid and in full force and effect. Except as set forth in Schedule 3.11: (i) Target is, and at all times since inception has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.11; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.11, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.11; (iii) Target has not received, at any time since inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.11 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.11 collectively constitute all of the Governmental Authorizations necessary to permit Target to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Target to own and use its assets in the manner in which it currently owns and uses such assets.

Schedule 3. 11 13 contains a complete and accurate list of each Governmental Authorization that is held by Target the Company or that otherwise relates to the business of, or to any of the assets owned or used by, Targetthe Company. Each Governmental Authorization listed or required to be listed in on Schedule 3.11 3.13 is valid and in full force and effect. Except as set forth in on Schedule 3.113.13: (i) Target the Company is, and at all times since inception January 1, 2008 has been, in full compliance with all of the material terms and requirements of each Governmental Authorization identified or required to be identified in on Schedule 3.113.13; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in on Schedule 3.11, 3.13 or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in on Schedule 3.113.13; (iii) Target the Company has not received, at any time since inceptionJanuary 1, 2008, any notice or other written communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in on Schedule 3.11 3.13 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in on Schedule 3.11 3.13 collectively constitute all of the Governmental Authorizations necessary to permit Target the Company to lawfully conduct and operate its business in the manner as it currently conducts and operates such business and to permit the Target Company to own and use its assets in the manner in which it they currently owns own and uses use such assets.

Schedule 3. 11 17(b) contains a true, complete and accurate list of each Governmental Authorization that is held by Target or that otherwise Xxxxxx and relates to the business of, Business or to any of the assets owned or used by, TargetAssets. Each Governmental Authorization listed or required to be listed in Schedule 3.11 3.17(b) is valid and in full force and effect. Except as set forth in Schedule 3.11:3.17(b): (i) Target Seller is, and at all times since inception , has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.113.17(b); (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.11, 3.17(b) or (B) may result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.113.17(b); (iii) Target Seller has not received, at any time since inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, Authorization or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been be filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.11 3.17(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been be made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.11 3.17(b) collectively constitute all of the Governmental Authorizations necessary to permit Target Seller to lawfully conduct and operate its business the Business in the manner in which it currently conducts and operates such business and to permit the Target Seller to own and use its assets the Assets in the manner in which it currently owns and uses such assetsthe Assets.

Schedule 3. 11 16(b) contains a complete and accurate list of each Governmental Authorization that is held by Target or Seller and that otherwise relates to the business of, Business or to any of the assets owned or used by, TargetAssets. Each Governmental Authorization listed or required to be listed in Schedule 3.11 3.16(b) is valid and in full force and effect. Except as set forth in Schedule 3.11:3.16(b): (i) Target Seller is, and at all times since inception January 1, 2006, has been, in full compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.113.16(b); (ii) to Seller’s Knowledge, no event has occurred or circumstance exists that reasonably may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by Seller of or a failure by Seller to comply in any material respect with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.11, 3.16(b) or (B) may reasonably be expected to result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.113.16(b); (iii) Target Seller has not received, at any time since inceptionJanuary 1, 2006, any notice or other communication (whether oral or written) from any Governmental Body or any written notice or other written communication from any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any material term or requirement of any Governmental Authorization, Authorization or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been be filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.11 3.16(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been be made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.11 3.16(b) collectively constitute all of the Governmental Authorizations necessary to permit Target Seller to lawfully conduct and operate its business in the manner in which it currently conducts and operates such business and to permit the Target Seller to own and use its assets in the manner in which it currently owns and uses such assets.

Schedule 3. 11 17(b) contains a complete and accurate list of each Governmental Authorization that is held by Target or that otherwise relates to the business of, or to any of the assets owned or used by, Targeteach Seller. Each Governmental Authorization listed or required to be listed in Schedule 3.11 3.17(b) is valid and in full force and effect, in all material respects. Except as set forth in Schedule 3.11:3.17(b): (i) Target Seller is, and at all times since inception January 1, 2005, has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.113.17(b); (ii) no event has occurred or circumstance exists that may could reasonably be expected to (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation of or a failure to comply in any material respect with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.11, 3.17(b) or (B) could reasonably be expected to result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.113.17(b); (iii) Target no Seller has not received, at any time since inceptionJanuary 1, 2005, any notice or other communication communications (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, Authorization or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been be filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.11 3.17(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been be made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.11 3.17(b) collectively constitute all of the Governmental Authorizations necessary to permit Target Sellers to lawfully conduct and operate its business the Business in the manner in which it currently conducts and operates such business and to permit the Target Sellers to own and use its assets in the manner in which it currently owns and uses such assets, except to the extent that failure to have any such Governmental Authorization could not reasonably be expected to result in a Material Adverse Effect.