Governmental Permits Clause Samples

Governmental Permits. The Company owns, holds or possesses -------------------- all material licenses, franchises, permits, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use its assets and to carry on and conduct its business substantially as currently conducted (herein collectively called "Governmental ------------ Permits"). Schedule 4.9 sets forth a list of each Governmental Permit, except ------- ------------ for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Except as set forth in Schedule 4.9, (i) the Company has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respects, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might adversely affect in any material respect the rights of the Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, the Shareholders or the Company; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10, as of the date hereof, the Company owns, holds or possesses all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that are necessary to entitle it to own, lease, operate and use its properties or assets and to carry on and conduct its business as conducted as of the date hereof. Except as set forth on Schedule 3.10, the Company has complied in all material respects with all terms and conditions of the Governmental Permits. Except as set forth on Schedule 3.10, the Company has not received any written notice of any violation of any Governmental Permit. No suspension, cancellation or non-renewal of any Governmental Permit is pending or, to the Knowledge of Seller, threatened. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied in all material respects with the requirements of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

Governmental Permits. The Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective business, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Governmental Permits. All franchises, approvals, authorizations, -------------------- permits, licenses, easements, registrations, qualifications, leases, variances and similar rights obtained with respect to the Business or Assets from any Governmental Authority, including those set forth on SCHEDULE 5.5.

Governmental Permits. Each of the Partnership Entities has such permits, consents, licenses, franchises, certificates and authorizations of governmental or regulatory authorities (“governmental permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, subject to such qualifications set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and except for such governmental permits that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, each of the Partnership Entities is, and at each Delivery Date will be, in compliance with the terms and conditions of, all such governmental permits, except where the failure so to comply would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; and no event has occurred that would prevent the governmental permits from being renewed or reissued or which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any impairment of the rights of the holder of any such governmental permit, except for such non-renewals, non-issuances, revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Governmental Permits. (a) Except as set forth in -------------------- Schedule 5.8, the Companies own, hold or possess all licenses, franchises, ------------ permits, privileges, immunities, approvals, grants, qualifications, filings, easements, variances, exceptions, certificates, orders and other authorizations from a Governmental Body that are necessary to entitle them to own or lease, operate and use their assets or properties and to carry on and conduct the Business substantially as currently conducted (herein collectively called "Governmental Permits"), except for such Governmental Permits as to which the -------------------- failure to so own, hold or possess has not had, would not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Companies has complied with all terms and conditions of the Governmental Permits, and no suspension or cancellation of any of the Governmental Permits is pending or, to the Knowledge of Parent, threatened, except where the failure to comply or such suspension or cancellation would not, or would not reasonably be expected to, have, individually or in the aggregate, a Material Adverse Effect. (b) Except as set forth in Schedule 5.8, none of the Governmental ------------ Permits shall, as a result of Parent entering into this Agreement or performing any of its obligations hereunder, (i) require notification of or application to any Governmental Body, (ii) have its validity adversely affected or (iii) be subject to cancellation or revision, except where the failure to make such notification or application, such invalidity or such cancellation or revision would not, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Governmental Permits. All Franchises, Licenses and all other material approvals, authorizations, permits, licenses, easements, registrations, qualifications, leases, variances and similar rights obtained with respect to the Business or Assets from any Governmental Authority.

Governmental Permits. 48 SECTION 19.

Governmental Permits. The Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess any such certificate, authorization or permit would not have, individually or in the aggregate, a material adverse effect on the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole.