Assigned Permits. (a) Each Assigned Permit is valid, binding and in full force and effect and no appeal or other proceeding is pending or, to the Knowledge of the Seller, threatened to revoke any such Assigned Permits, except where the failure to have such Permit, such failure to be in effect, or such appeals or proceedings would not, individually or in the aggregate, be material to the Business, taken as a whole. (b) Except as set forth on Schedule 2.14(b), the Assigned Permits constitute all Permits necessary to own and operate the Purchased Assets as currently operated in all material respects. (c) Except as set forth on Schedule 2.14(c), the Seller is not, and has not received any written notice within the three (3) years immediately prior to the Effective Date that it is, in material default (or with the giving of notice or lapse of time or both, would be in material default) under any Assigned Permit.
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Sources: Asset Purchase Agreement (H2o America), Asset Purchase Agreement (H2o America)