Common use of Compliance with Laws and Permits Clause in Contracts

Compliance with Laws and Permits. Neither Target nor any of its Subsidiaries is in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under (a) its Articles of Incorporation, Bylaws or other organizational documents, or (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authority. Target and its Subsidiaries have obtained and hold all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets (the “Target Permits”), except for Target Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect. None of the Target Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. Target and its Subsidiaries are in compliance with the terms of the Target Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. All of the Target Permits are in full force and effect and no action or claim is pending nor, to the knowledge of Target, is threatened to revoke or terminate any Target Permit or declare any Target Permit invalid in any material respect. No investigation or review by any governmental authority with respect to Target or any Subsidiary is pending or, to the knowledge of Target, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect.

Compliance with Laws and Permits. Neither Target nor any of its Subsidiaries The Company is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under (a) its Articles of Incorporation, Bylaws or other organizational documentsthe Company Charter Documents, or (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authority. Target and its Subsidiaries have The Company has obtained and hold holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets assets, as listed in Schedule 3,18 (the “Target Company Permits”)) and the Company Permits are validly issued and in full force and effect, except for Target Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse EffectEffect on the relevant Company. None of the Target Company Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. Target and its Subsidiaries are The Company is in compliance with the terms of the Target its Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company. All of the Target Permits are Except as listed in full force and effect and Schedule 3.17(a), no action or claim is pending nor, to the knowledge of Target, is threatened to revoke or terminate any Target Permit or declare any Target Permit invalid in any material respect. No investigation or review by any governmental authority with respect to Target or any Subsidiary the Company is pending or, to the knowledge Knowledge of Targetthe Company, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company. To the Knowledge of the Company, no other party to any Material Contract is in material breach of the terms, provisions or conditions of such Material Contract.

Compliance with Laws and Permits. Neither Target the Company nor any of its the Subsidiaries is in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under under: (a) its Articles certificate of Incorporationincorporation, Bylaws bylaws, certificate of limited partnership or other organizational documentspartnership agreement, or (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authorityGovernmental Authority, or (c) any Material Agreement to which the Company or any of the Subsidiaries is a party or by which its properties are bound, except, with respect to clauses (b) and (c) above, for any violation or default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company or any of the Subsidiaries. Target The Company and its the Subsidiaries have obtained and hold all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities Governmental Authorities necessary for the lawful conduct of its business and or the lawful ownership, use and operation of its their assets (the “Target Company Permits”), except for Target Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. None Effect on the Company or any of the Target Permits will be adversely affected by Subsidiaries. The Company and the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. Target and its Subsidiaries are in compliance with the terms of the Target Company Permits, except where the failure to comply would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. All Effect on the Company or any of the Target Permits are in full force and effect and no action or claim is pending nor, to the knowledge of Target, is threatened to revoke or terminate any Target Permit or declare any Target Permit invalid in any material respectSubsidiaries. No investigation or review by any governmental authority Governmental Authority with respect to Target the Company or any Subsidiary of the Subsidiaries is pending or, to the knowledge of Targetthe Company or the Subsidiaries, threatened, other than those the outcome of which would not, individually or except as set forth in the aggregate, have a Material Adverse EffectDisclosure Schedule.

Compliance with Laws and Permits. Neither Target the Company nor any of its Subsidiaries is in any material respect in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under under: (ai) its Articles certificate of Incorporationincorporation or bylaws, Bylaws or other organizational documents, or (bii) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authorityGovernmental Authority, or (iii) any Material Agreement to which the Company or any of its Subsidiaries is a party or by which it or any of its properties are bound, except (in the case of clause (ii) or (iii) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Target The Company and its Subsidiaries have obtained and hold all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities Governmental Authorities necessary for the lawful conduct of its business and or the lawful ownership, use and operation of its their assets (the “Target Company Permits”), except for Target Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company. None of the Target Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. Target The Company and its Subsidiaries are in compliance with the terms of the Target Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. All of Effect on the Target Permits are in full force and effect and no action or claim is pending nor, to the knowledge of Target, is threatened to revoke or terminate any Target Permit or declare any Target Permit invalid in any material respectCompany. No investigation or review by any governmental authority Governmental Authority with respect to Target the Company or any Subsidiary of its Subsidiaries is pending or, to the knowledge of Targetthe Company and its Subsidiaries, threatened, other than those except as set forth in Section 3.2(q) of the outcome Company Disclosure Schedule. Anything in this Section 3.2(q) to the contrary notwithstanding, Section 3.2(s) sets forth the Company’s sole representations and warranties with respect to environmental matters. Table of which would not, individually or in the aggregate, have a Material Adverse Effect.Contents

Compliance with Laws and Permits. Neither Target nor any of its Subsidiaries The Company is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under under: (a) its Articles certificate of Incorporationincorporation or by-laws, Bylaws or other organizational documents, or (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authorityGovernmental Authority, or (c) any Material Agreement to which the Company is a party or by which its properties are bound, except (in the case of clause (b) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Target and its Subsidiaries have The Company has obtained and hold holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities Governmental Authorities necessary for the lawful conduct of its business and or the lawful ownership, use and operation of its assets (the “Target Company Permits”), except for Target Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company. None of the Target Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. Target and its Subsidiaries are The Company is in compliance with the terms of the Target Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. All of Effect on the Target Permits are in full force and effect and no action or claim is pending nor, to the knowledge of Target, is threatened to revoke or terminate any Target Permit or declare any Target Permit invalid in any material respectCompany. No investigation or review by any governmental authority Governmental Authority with respect to Target or any Subsidiary the Company is pending or, to the knowledge of Targetthe Company, threatened, other than those except as set forth in Section 3.16 of the outcome of which would not, individually or in the aggregate, have a Material Adverse EffectDisclosure Schedule.

Compliance with Laws and Permits. Neither Target Company nor any of its Subsidiaries Subsidiary is in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under under, (a) its Articles articles or certificate of Incorporationincorporation, Bylaws by-laws, articles of organization or other organizational documentsoperating agreement, or (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authorityGovernmental Authority, or (c) any Material Agreement to which Company or Subsidiary is a party or by which its properties are bound, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on Company or Subsidiary. Target Company and its Subsidiaries Subsidiary have obtained and hold all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities Governmental Authorities necessary for the lawful conduct of its business and or the lawful ownership, use and operation of its their assets (the “Target Company Permits”), except for Target Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have would not reasonably be expected to result in a Material Adverse EffectEffect on Company or Subsidiary. None of the Target Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. Target Company and its Subsidiaries Subsidiary are each in compliance with the terms of the Target its Company Permits, except where the failure to comply would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. All of the Target Permits are in full force and effect and no action or claim is pending nor, to the knowledge of Target, is threatened to revoke or terminate any Target Permit or declare any Target Permit invalid in any material respectEffect on Company. No investigation or review by any governmental authority Governmental Authority with respect to Target Company or any Subsidiary is pending or, to the knowledge of TargetCompany or Subsidiary, threatened, other than those the outcome of which would not, individually or except as set forth in the aggregate, have a Material Adverse EffectDisclosure Schedule.

Compliance with Laws and Permits. Neither Target nor any of its Subsidiaries The Company is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under under: (a) its Articles certificate of Incorporationincorporation or bylaws, Bylaws or other organizational documents, or (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authorityGovernmental Authority, or (c) any Material Agreement to which the Company is a party or by which its properties are bound, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. Target and its Subsidiaries have The Company has obtained and hold holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities Governmental Authorities necessary for the lawful conduct of its business and or the lawful ownership, use and operation of its assets (the “Target Company Permits”), except for Target Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse EffectEffect on the Company. None of the Target Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. Target and its Subsidiaries are The Company is in compliance with the terms of the Target Company Permits, except where the failure to comply would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. All of Effect on the Target Permits are in full force and effect and no action or claim is pending nor, to the knowledge of Target, is threatened to revoke or terminate any Target Permit or declare any Target Permit invalid in any material respectCompany. No investigation or review by any governmental authority Governmental Authority with respect to Target or any Subsidiary the Company is pending or, to the knowledge of Targetthe Company, threatened, other than those the outcome of which would not, individually or except as set forth in the aggregate, have a Material Adverse EffectDisclosure Schedule.