Common use of Compliance with Laws; Licenses Clause in Contracts

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since January 1, 2012 have not been, and are not being, conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as of the date of this Agreement, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its the Company Subsidiaries since January 1, 2012 have not been, and are not being, been conducted in violation compliance with all Laws, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Each of any applicable federalthe Company and each Company Subsidiary is in possession of all governmental permits, statelicenses, localfranchises, foreign variances, exemptions, orders issued or transnational lawgranted by a Governmental Entity and all other authorizations, statute consents, certificates of public convenience and/or necessity and approvals issued or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any granted by a Governmental Entity (collectively, “Order”)"Licenses") necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As of the date of this Agreement, no suspension or cancellation of any such License is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, any such License, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. To the Knowledge of Effect on the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as of the date of this Agreement, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses.

Compliance with Laws; Licenses. (i) The businesses of each of the Company Parent and its Subsidiaries since January 1, 2012 have not been, and are not being, been conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, Law or any rule Order, including any Laws or regulation Orders relating to (collectivelyi) the protection of human health, “Laws”occupational safety, the environment or natural resources or (ii) wages, hours, WARN or any ordersimilar state or local “mass layoff” or “plant closing” Law, judgmentcollective bargaining, injunctiondiscrimination, rulingcivil rights, writ, award workers’ compensation or decree the collection and payment of withholding and/or social security taxes or any Governmental Entity (collectively, “Order”)similar tax, except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Parent Material Adverse Effect. To the Knowledge of the Company, no No investigation or review by any Governmental Entity with respect to the Company Parent or any of its Subsidiaries is pending or, as to the Knowledge of the date of this AgreementParent, threatened, nor has any Governmental Entity indicated an provided written notice to Parent or any of its Subsidiaries of its intention to conduct the same, except for such investigations or reviews those the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Parent Material Adverse Effect. Except Parent has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement, except for such changes and noncompliance that would not, individually or in the aggregate, reasonably be likely to have a Company Parent Material Adverse Effect, the Company . Each of Parent and its Subsidiaries possess each permithas obtained, licenseand is in substantial compliance with, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) all Licenses necessary to conduct their respective businessesits business as presently conducted, except for those the absence of which, or failure to be in compliance with which, would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.

Compliance with Laws; Licenses. (i) The businesses Since January 1, 2003, the business of each of CBD Investor, the Company and its Subsidiaries since January 1, 2012 have not been, and are not being, each Company Subsidiary has been conducted in compliance with all Laws, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Each of CBD Investor, the Company and each Company Subsidiary is in possession of all Licenses necessary for it to own, lease and operate its properties or to carry on its business as it is now and as presently contemplated as being conducted, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on CBD Investor or the Company. As of the date of this Agreement, no suspension or cancellation of any such License is pending or, to the Knowledge of the Contributors, threatened, except where the failure to have, or the suspension or cancellation of, any such License would not, individually or in the aggregate, have a Material Adverse Effect on CBD Investor or the Company. Neither CBD Investor, nor the Company nor any Company Subsidiary is in conflict with, in default under, or breach or violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”)such License, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. To the Knowledge of Effect on the Company. Since January 1, no investigation or review by 2003, neither the Company nor any Company Subsidiary has received any written notice from a Governmental Entity with respect to Authority that alleges that the Company or any of its Subsidiaries a Company Subsidiary is pending or, as of the date of this Agreement, threatened, nor has any Governmental Entity indicated an intention to conduct the samenot in compliance, except for such investigations or reviews where the outcome of which failure to comply would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would not, individually or in Effect on the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessesCompany.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since January 1, 2012 have not beenbeen since the Applicable Date, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, directive, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would not, individually or in the aggregate, have or reasonably be likely expected to have a Company Material Adverse Effect. To the Knowledge Except with respect to regulatory matters covered by Section 6.6 or except as set forth in Schedule 5.1(h)(i) of the CompanyCompany Disclosure Letter, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries Subsidiaries, including without limitation financial and market conduct examinations, is pending or, as of the date of this AgreementAgreement or, threatenedto the Knowledge of the Company, nor has any Governmental Entity indicated an intention to conduct threatened as of the same, date of this Agreement except for such investigations or reviews those the outcome of which would not, individually or in the aggregate, have or reasonably be likely expected to have a Company Material Adverse Effect. Except The Company and its Subsidiaries each has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, have or reasonably be likely expected to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since January 1, 2012 have not beenbeen since the Applicable Date, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, would not reasonably be likely expected to have a Company Material Adverse Effect. To the Knowledge of the CompanyExcept with respect to regulatory matters covered by Section 6.3, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as to the Knowledge of the date of this AgreementCompany, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews reviews, the outcome of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the The Company and its Subsidiaries possess each permithas obtained (and there is no suspension currently in effect or cancellation of) and is in compliance with all permits, licensecertifications, certificationapprovals, approvalregistrations, registrationconsents, consentauthorizations, authorizationfranchises, franchisevariances, concession, variance, exemption exemptions and order orders issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessesits business as presently conducted, except those the absence of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and operates its Subsidiaries since January 1, 2012 have not been, and are not being, conducted business in violation of any compliance with all laws applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”)to such business, except for such violations noncompliance that would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effectmaterial adverse effect on the Company. To the Knowledge knowledge of the Company, no investigation or review by any Governmental Entity governmental entity with respect to the Company or any of its Subsidiaries is pending or, as of the date of this Agreement, or threatened, nor has any Governmental Entity indicated governmental entity provided written notice of an intention to conduct the same, except for such investigations or reviews that would not, individually or in the outcome aggregate, reasonably be expected to have a material adverse effect on the Company. The Company has all governmental permits, licenses, franchises, variances, exemptions, orders issued or granted by a governmental entity and all other authorizations, consents and approvals issued or granted by a governmental entity necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effectmaterial adverse effect on the Company. Except as All the payments required in connection with the maintenance of such permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals are current, except where the failure to make such payments would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, material adverse effect on the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessesCompany.