Common use of Compliance with Applicable Law; Permits Clause in Contracts

Compliance with Applicable Law; Permits. Each of the Company and its Subsidiaries is in possession of all franchises, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement. As of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected to prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in material conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property or asset of the Company or any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement.

Compliance with Applicable Law; Permits. Each of the Company Acquiror and its Subsidiaries is in possession of all franchises, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company Acquiror or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Acquiror Permits”), except where the failure to have, or the suspension or cancellation of, any of the Company Acquiror Permits could not reasonably be expected to have a Material Adverse Effect on the Company Acquiror or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company Acquiror from performing its obligations under this Agreement. As of the date of this Agreement, no suspension or cancellation of any of the Company Acquiror Permits is pending or, to the knowledge of the CompanyAcquiror, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Acquiror Permits could not reasonably be expected to prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company Acquiror from performing its obligations under this Agreement and could not reasonably be expected to have a Material Adverse Effect. Neither the Company Acquiror nor any of its Subsidiaries is in material conflict with, or in default, breach or violation of, (a) any Law applicable to the Company Acquiror or any of its Subsidiaries or by which any property or asset of the Company Acquiror or any of its Subsidiaries is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Acquiror Permit, franchise or other instrument or obligation to which the Company Acquiror or any of its Subsidiaries is a party or by which the Company Acquiror or any of its Subsidiaries or any property or asset of the Company Acquiror or any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company Acquiror from performing its obligations under this Agreement.

Compliance with Applicable Law; Permits. Each (a) Except with respect to the matters set forth on Section 4.15 of the Company Disclosure Schedule, the Company Entities are, and its Subsidiaries is since January 1, 2019, have been, operating their businesses in possession of compliance in all franchisesmaterial respects with all applicable Laws and possess, authorizationsand since January 1, 2019 have possessed, all licenses, permits, easementsregistrations, variancespermanent certificates of occupancy, exceptionsauthorizations, accreditations, qualifications, consents, certificates, approvals and orders of certificates from any Governmental Authority necessary for each Entity required under applicable Law with respect to the operation of the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being currently conducted (the collectively, “Company Permits”), except where other than those the failure of which to havepossess, individually or in the suspension or cancellation ofaggregate, any of the Company Permits could is not and would not reasonably be expected to have a Material Adverse Effect on be material to the Company or prevent or materially delay consummation Entities, taken as a whole. To the Knowledge of the transactions contemplated by this Agreement Company, no event, circumstances or otherwise prevent state of facts has occurred which, with notice or materially delay lapse of time or both, would reasonably be expected to constitute a default or violation of any such Permit, other than any such default or violation which, individually or in the aggregate, is not, and would not reasonably be expected to be, material to the Company from performing its obligations under this AgreementEntities, taken as a whole. As of the date of this Agreement, no suspension or cancellation of any of the Company Permits No Action is pending or, to the knowledge Knowledge of the Company, threatenedthreatened against any Company Entity alleging failure to so comply with applicable Law or Permit or with respect to a Permit, related to the nonrenewal, cancellation, suspension, revocation, termination or modification of any such Permit, in each case, except where the failure to haveas is not, or the suspension or cancellation of, any of the Company Permits could and would not reasonably be expected to prevent or materially delay consummation be, material to the Company Entities, taken as a whole. Except as set forth in Section 4.15 of the transactions contemplated by this Agreement or otherwise prevent or materially delay Company Disclosure Schedule, since January 1, 2019, none of the Company Entities has received any written notice from performing its obligations any Governmental Entity regarding any actual, alleged, possible or potential violation or default of, or failure to comply with, any Law or Permit applicable to the Company Entities or by which any properties or assets owned or used by the Company Entities are bound or affected, and, to the Knowledge of the Company, no Company Entity has been under this Agreement and could any investigation by any Governmental Entity regarding any such non-compliance, except for any of the foregoing that, individually or in the aggregate, is not or would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in be material conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affectedEntities, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is taken as a party or by which the Company or any of its Subsidiaries or any property or asset of the Company or any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreementwhole.

Compliance with Applicable Law; Permits. Each (a) Subject to obtaining the Consents referred to in Section 3.07, the execution, delivery and performance of this Agreement and the taking of the other actions contemplated by this Agreement to be performed by the Company and its Subsidiaries is will not result in possession any default or violation of all franchisesany judgment, authorizationsdecree, licensesorder, permitslaw, easementsstatute, variances, exceptions, consents, certificates, approvals and orders rule or regulation of any Governmental Authority necessary for each of applicable to the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”)Subsidiaries, except where the failure to have, for such defaults or the suspension or cancellation of, any of the Company Permits could violations as are not reasonably be expected likely to have a Material Adverse Effect on the Company or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this AgreementCompany. As of the date of this Agreementorders, no suspension or cancellation of any of the Company Permits is pending orstatutes, laws, ordinances, rules, regulations and, to the knowledge Company's best knowledge, policies of the Companyall Governmental Authorities, threatenedincluding, without limitation, those that govern insurance matters, to which it or any of its properties or assets is subject except where the such failure to have, or the suspension or cancellation of, any of the Company Permits could comply is not reasonably be expected to prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected likely to have a Material Adverse EffectEffect on the Company. Neither Each of the Company nor Company, its Subsidiaries, VUG and the Syndicates has all permits, licenses, orders, certificates, authorizations and approvals of any Governmental Authority (collectively, "Permits") that are material to the conduct of its Subsidiaries is business as presently conducted and as proposed to be conducted; all such Permits are in material conflict withfull force and effect, or and each of the Company, its Subsidiaries, VUG and the Syndicates has fulfilled and performed all obligations necessary to maintain such Permits; except, in defaulteach case, breach or violation offor such failures to obtain, to maintain in full force and effect and to fulfill and perform which would not have a Material Adverse Effect on the Company. Venton Underwriting Agencies Limited (aand any other Subsidiary to which the Lloyd's solvency tests apply) exceeds as of the date hereof and as of the Effective Time the then applicable minimum standards of solvency established by the Lloyd's solvency tests. There are no defaults under any Law applicable to the Company or any of its Subsidiaries or by which any property or asset Instrument of the Company or any of its Subsidiaries is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property or asset of the Company or any of its Subsidiaries is boundSubsidiaries, except for any such conflictsdefaults that, defaultsindividually or in the aggregate, breaches or violations that could are not reasonably be expected likely to have a Material Adverse Effect or prevent or materially delay consummation of on the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this AgreementCompany.

Compliance with Applicable Law; Permits. Each Except as set forth on Schedule 3.9, (a) the business of the Company Group Companies is, and its Subsidiaries is during the past three (3) years has been, operated in possession compliance in all material respects with all applicable laws, ordinances and binding orders of all franchisesGovernmental Entities (including the United States Federal Communications Commission and the United States Federal Aviation Administration), authorizations(b) all properties of the Group Companies (including the IWG Sites), other than those which are under construction, have been operated in all material respects in accordance with all Material Permits, (c) all properties of the Group Companies (including the IWG Sites) which are under construction are being constructed and (if applicable) are and have been operated in all material respects in accordance with all Material Permits and (d) no Group Company or IWG Site has been charged by any Governmental Entity or, to the Company’s knowledge, threatened with any material breach or violation of, or material default in the performance, observance or fulfillment of, any applicable law relating to the ownership, use, occupancy management, repair, construction, replacement or operation of its properties. The Group Companies hold all material permits, licenses, permitsapprovals, easementscertificates and other authorizations of and from all, variancesand have made all material declarations and filings with, exceptions, consents, certificates, approvals and orders Governmental Entities required for the conduct of any Governmental Authority necessary for each of the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business their respective businesses as it is now being presently conducted (the “Company Material Permits”), except where and no Material Permit is the failure subject of any pending or, to havethe Company’s knowledge, threatened challenge or proceeding to revoke, terminate, suspend, cancel, modify, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement. As of the date of this Agreement, no suspension or cancellation nonrenewal of any of the Company Permits is pending orsuch Material Permit, or to fine or admonish any Group Company. Since January 1, 2019, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any Company as of the Company Permits could not date hereof, no event has occurred that, with or without a notice or lapse of time or both, would reasonably be expected to prevent result in the revocation, termination, suspension, cancellation, modification or materially delay consummation nonrenewal of any Material Permit. All Material Permits are validly held by the transactions contemplated applicable Group Company and are in full force and effect. The Group Companies are in compliance in all material respects with the terms and conditions of all such Material Permits held by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in material conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property or asset of the Company or any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreementthem.