Common use of Governmental Authorisations Clause in Contracts

Governmental Authorisations. (a) Part 2.20 of the Disclosure Schedule identifies: (i) each Governmental Authorization that is held by the Company or is used in its businesses; and (ii) each other Governmental Authorization that, to the Knowledge of the Vendors, is held by any of the Company's employees and relates to the Company's business. The Vendors have delivered to the Purchaser accurate and complete copies of all of the Governmental Authorisations necessary for the conduct of the businesses of the Company including all renewals thereof and all amendments thereto. Each Governmental Authorisation is valid and in full force and effect. (b) The Company and its employees are, and have at all times been, in full compliance with all of the terms and requirements of each Governmental Authorisation; (c) no event has occurred, and no condition or circumstance exists, that might (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 Authorisation, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorisation; (d) the Company has never received, and, to the Knowledge of the Vendors, no employee of the Company has ever received, any notice or other communication in writing 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 Authorisation, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorisation; and (e) all applications required to have been filed for the renewal of the Governmental Authorisations have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorisations has been duly given or made on a timely basis with the appropriate Governmental Body. (f) The Governmental Authorisations delivered or disclosed to the Purchaser constitute all of the Governmental Authorisations necessary (i) to enable the Company to conduct its businesses in the manner in which they are currently being conducted and (ii) to permit the Company to own and use its assets in the manner in which they are currently owned and used. (g) The Company will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the Transactions.

Governmental Authorisations. (a) Part 2.20 of the Disclosure Schedule identifies: (i) The Company holds each Governmental Authorization that is held by Authorisation required for the Company or is used in operation of its businesses; and (ii) each other Governmental Authorization that, to the Knowledge of the Vendors, is held by any of the Company's employees and relates to the Company's business. The Vendors have delivered to the Purchaser accurate and complete copies of all of the Governmental Authorisations necessary for the conduct of the businesses of the Company including all renewals thereof and all amendments thereto. Each Governmental Authorisation is valid and in full force and effect. (b) The Except as set forth in Part 2.20 of the Disclosure Schedule: (i) the Company and its employees are, and have at all times been, in full compliance with all of the terms and requirements of each Governmental Authorisation; (cii) no event has occurred, and no condition or circumstance exists, that might (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 Authorisation, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorisation; (diii) the Company has never received, and, to the Knowledge best of the knowledge of the Vendors, no employee of the Company has ever received, any notice or other communication (in writing or otherwise) 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 Authorisation, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorisation; and (eiv) all applications required to have been filed for the renewal of the Governmental Authorisations have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorisations has been duly given or made on a timely basis with the appropriate Governmental Body. (fc) The Governmental Authorisations delivered or disclosed to the Purchaser constitute Company has all of the Governmental Authorisations necessary (i) to enable the Company to conduct its businesses business in the manner in which they are its business is currently being conducted conducted, and (ii) to permit the Company to own and use its assets in the manner in which they are currently owned and used. (gd) The Company Vendors will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with necessary for the execution and delivery of any of the Transactional Agreements or and the consummation or and performance of any of the Transactions.