Common use of Governmental Permits Clause in Contracts

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. The Company (a) Seller owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use its assets the Purchased Assets and to carry on and conduct its business the Business substantially as currently conducted (herein collectively called collectively, the "Governmental ------------ Permits"). Schedule 4.9 5.9 sets forth a list and brief description of each Governmental Permit, except ------- ------------ for such incidental licenses, permits . Complete and other authorizations which would be readily obtainable correct copies of all of the Governmental Permits have heretofore been delivered to Buyer by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Seller. (b) Except as set forth in Schedule 4.95.9, (i) the Company Seller has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermits, 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 Seller 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 Seller or the Companyany Shareholder; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effecteffect and may be assigned and transferred to Buyer in accordance with this Agreement, to the extent a Governmental Permit may be assigned pursuant to the laws, ordinances or rules of the Governmental Body issuing such Governmental Permit and, if so assignable, will continue in full force and effect thereafter, 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. (a) The Company owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immuni­ties, approvals and other authorizations from a Governmental Body Bodies 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 4.9(a) sets forth a list and brief description of each Governmental Permit, except ------- ------------ for such incidental licenseslicen­ses, 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, Complete and correct copies of all of the Governmental Permits have heretofore been delivered to Buyer. (b) (i) the The Company has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermits, 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 Govern­mental Permit; (ii) no notice of cancellation, of default or of any material 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 Company or the CompanySellers; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effecteffect and will continue in full force and effect after the Closing Date, 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. The Company Seller owns, holds or possesses -------------------- all material -------------------- licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use its assets the Purchased Assets and to carry on and conduct its business the Operations substantially as currently conducted (herein collectively called collectively, the "Governmental ------------ Permits"). Schedule 4.9 4.5 sets forth a list and brief description of each ------- Governmental Permit, except ------- ------------ for such incidental licenses, permits and other authorizations which would be that are readily obtainable without expense (other than a normal permit fee) and without imposition of additional material conditions. Complete and correct copies of all of the Governmental Permits have heretofore been delivered or will be delivered prior to the Closing Date to Buyer by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereofSeller. Except as set forth in Schedule 4.9, 4.5: (ia) the Company Seller has fulfilled and ------------ performed complied in all material respects with its obligations under each of the Governmental Permits in all material respectsPermits, and to its knowledge, 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 or violation by Seller under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit reasonably be expected to result in revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might would reasonably be expected to adversely affect in any material respect the rights of the Company Seller under any such Governmental Permit; (iib) no notice of cancellation, of default default, of violation or of any material dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received in writing by, or is known to, the Shareholders or the CompanySeller; and (iiic) 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. The Company (a) Each Seller owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use its assets the Purchased Assets and to carry on and conduct its business the Business substantially as currently conducted (herein collectively called "collectively, the “Governmental ------------ Permits"”), except where the failure so to own, hold or possess would not have a material adverse effect on the Purchased Assets, the Business or the operations, profits or financial condition of either Seller. Schedule 4.9 5.9 sets forth a list of each Governmental Permit, except ------- ------------ for such incidental licenses, permits . Complete and other authorizations which would be readily obtainable correct copies of all of the Governmental Permits have heretofore been made available to Buyer by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Sellers. (b) Except as set forth in Schedule 4.95.9, (i) the Company each Seller has fulfilled and ------------ performed its obligations in all material respects under each of the Governmental Permits in all material respectsPermits, 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 would materially adversely affect in any material respect the rights of the Company either Seller 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 either Seller or the Companyany Selling Party; 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. The Company owns▇▇▇▇▇▇ Entities own, holds hold or possesses -------------------- possess all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which (other than the FCC Licenses) that are necessary to entitle it the ▇▇▇▇▇▇ Entities to own or lease, operate and use its their assets and to carry on and conduct its business the Business substantially as currently conducted immediately prior to the date of this Agreement, except for such Governmental Permits as to which the failure to so own, hold or possess would not have a Material Adverse Effect (herein collectively called "“Governmental ------------ Permits"”). Schedule 4.9 3.8 sets forth a list and brief description of each such Governmental Permit, except ------- ------------ for such incidental licenses, permits and other authorizations which would be readily obtainable Permit held by any qualified applicant without undue burden in the event ▇▇▇▇▇▇ Entities as of any lapse, termination, cancellation or forfeiture thereofthe date of this Agreement. Except as set forth in Schedule 4.93.8, (i) the Company has ▇▇▇▇▇▇ Entities have fulfilled and ------------ performed its in all material respects their obligations under each of the Governmental Permits in all material respectsPermits, 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 . No notice of cancellation, of default or of any dispute concerning any such Governmental Permit, or of any event, condition or state of facts described in the preceding clausesentence, has been received byby the ▇▇▇▇▇▇ Entities. Except as set forth in Schedule 3.8, or is known to, the Shareholders or the Company; and (iii) each of the such Governmental Permits Permit is valid, subsisting and in full force and effect (subject to expiration or termination in accordance with its terms), and may be assigned and transferred to the Buyer in accordance with this Agreement and at the time of assignment or transfer of control to the Buyer will be in full force and effect, in each case without (xi) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (yii) the consent, approval, approval or act of, or the making of any filing with, any Governmental BodyBody or other party.

Governmental Permits. The Company Seller owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which that are necessary to entitle it Seller to own or lease, operate and use its assets the Assets and to carry on and conduct its business substantially the PVI Business as currently conducted (herein collectively called "collectively, the “Governmental ------------ Permits"”). Schedule 4.9 sets forth a list True, correct and complete copies of all Governmental Permits (if any) have been delivered by Seller to the Purchaser prior to the Effective Date. Seller has fulfilled and performed all obligations under 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 orconstitutes, or after notice or lapse of time time, or both, would constitute constitute, a material breach or material default under any such Governmental Permit or which permits authorizes or, after notice or lapse of time time, or both, would permit authorize 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 Seller 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 CompanySeller; and (iii) each of the Governmental Permits Permit is valid, subsisting and in full force and effecteffect and, where permitted, will be assigned and transferred to Purchaser in accordance with this Agreement and will continue in full force and effect thereafter, 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. The Company (a) Seller owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use its assets the Purchased Assets and to carry on and conduct its business substantially the Business as currently conducted (herein collectively called "collectively, the “Governmental ------------ Permits"”). Schedule 4.9 5.9 sets forth a list of each Governmental Permit, except ------- ------------ for such incidental licenses, permits . Complete and other authorizations which would be readily obtainable correct copies of all of the Governmental Permits have been made available to Buyer by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Seller. (b) Except as set forth in Schedule 4.95.9, (i) the Company Seller has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermits, 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 Seller 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 Known to, the Shareholders or the CompanySeller; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effecteffect and, with respect to the Governmental Permits set forth on Schedule 2.1(a), if any, may be assigned and transferred to Buyer in accordance with this Agreement and will continue in full force and effect thereafter, 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. The Company owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body Bodies 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 ------------ PermitsGOVERNMENTAL PERMITS"). Schedule 4.9 SCHEDULE 5.9 sets forth a list and brief description 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. Complete and correct copies of all of the Governmental Permits have heretofore been delivered to Parent. Except as set forth in Schedule 4.9SCHEDULE 5.9, (i) the Company has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermits, 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 material 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 effecteffect and will continue in full force and effect after the Effective Date of the Merger, 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. (a) The Company owns, holds or possesses -------------------- the Station Licenses and all material other licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which that are necessary to entitle it to own or lease, operate and use its the assets of the Station and to carry on and conduct its business substantially as currently conducted the Business (herein collectively called "Governmental ------------ Permits"). Schedule 4.9 4.9(a) sets forth a list and brief description of each such Governmental Permit, except ------- ------------ for such incidental licenses, permits and other authorizations which would be readily obtainable Permit held by any qualified applicant without undue burden in the event Company as of any lapse, termination, cancellation or forfeiture thereof. the date of this Agreement. (b) Except as set forth in Schedule 4.94.9(b), (i) the Company has fulfilled and ------------ performed in all material respects its obligations under each of the Governmental Permits in all material respectsPermits, 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 . 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 clausesentence, has been received by, or is known to, by the Shareholders ACME Entities or the Company; and (iii) . Except as set forth in Schedule 4.9(b), each of the Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Consent and expiration of the waiting period under the HSR Act, may be transferred to Buyer or its Affiliates in accordance with the transactions contemplated by this Agreement and at such time of assignment or transfer will be in full force and effect, in each case without (xi) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (yii) the consent, approval, approval or act of, or the making of any filing with, any Governmental BodyBody or other party (other than the FCC as contemplated by Section 6.3). (c) The Station is being operated in accordance with the Station Licenses and in compliance in all material respects with the Communications Act, the published rules and regulations thereunder, and all other published laws and regulations, federal, state and local, applicable to the Station. Neither the ACME Entities nor the Company have received any notice of any violations of the Station Licenses, the Communications Act or the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the Knowledge of the ACME Entities, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Station Licenses. The Station Licenses are validly issued in the name of ACME Missouri Licensee as listed on Schedule 4.9(a). True and complete copies of the Station Licenses have been delivered to Buyer, including any and all amendments and other modifications thereto. The Station Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to television stations licensed in the state where the Station is located, are unimpaired by any acts or omissions of the ACME Entities, the Company or any of their Affiliates, or the employees, agents, officers, directors or managers, members or shareholders of the ACME Entities, the Company or any of their Affiliates, and are free and clear of any restrictions which might limit the operation of the Station in the manner and to the full extent as it is now operated (other than restrictions under the terms of the Station Licenses themselves and those restrictions in the Communications Act and the rules and policies of the FCC generally applicable to television stations of the same type). There are no applications, proceedings, or complaints pending or, to the Knowledge of the ACME Entities, threatened before a Governmental Body which may have a Material Adverse Effect on the Business, the Company or the operation of the Station (other than rulemaking proceedings that apply to the television broadcasting industry generally). The ACME Entities do not have Knowledge of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course for a full term without material modifications or of any reason why any of the Station Licenses might be revoked. Except as set forth in Schedule 4.9(c), the Station is in compliance in all material respects with the FCC's published policy on exposure to radio frequency radiation. No renewal of any Station License would constitute a major environmental action under the published rules and regulations of the FCC. As of the date of this Agreement, to the Knowledge of the ACME Entities, there are no facts which, under the Communications Act or the existing published rules and regulations of the FCC, would disqualify the Company from transferring the Station Licenses or from consummating the transactions contemplated herein within the times contemplated herein. The Company maintains an appropriate public inspection file at the Station's studios in accordance with published FCC rules and regulations. Access to the Station's transmission facilities is restricted in accordance with the policies, rules and regulations of the FCC.

Governmental Permits. (a) The Company owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use its assets the Purchased Assets and to carry on and conduct its business the Business substantially as currently conducted except for any ordinary course permits which do not require material expense, time or qualifications to obtain (herein collectively called "collectively, the “Governmental ------------ Permits"”). Schedule 4.9 4.9(a) sets forth a list and brief description of each Governmental PermitPermit owned, except ------- ------------ for held or possessed by the Company. Complete and correct copies of all of such incidental licenses, permits and other authorizations which would be readily obtainable Governmental Permits have heretofore been delivered to Buyer 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, Seller. (b) (i) the 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 (other than the expiration of the term of a Governmental Permit) or both, would permit revocation revocation, termination or termination result in a denial to renew of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might would reasonably be expected to 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 such Governmental Permits is valid, subsisting and in full force and effect. (c) Without limiting the generality of the foregoing, the Company is in each case without (x) compliance with all material Requirements of Law applicable to the occurrence of any breachdevelopment, default or forfeiture of rights thereundertesting, manufacturing, marketing, distribution, or (y) sale of the consent, approval, or act of, or the making of any filing with, any Governmental BodyProducts.

Governmental Permits. (a) The Company owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, 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 and brief description of each Governmental Permit, except ------- ------------ for such incidental licenses, permits . Complete and other authorizations which would be readily obtainable correct copies of all of the Governmental Permits have heretofore been delivered to Buyer by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Sellers. (b) 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 Group 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, any Seller or any member of the Shareholders or the CompanyGroup; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effecteffect and will continue to be in full force and effect immediately after the Closing, 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. (c) The Company and each Subsidiary comply in all material respects with all legal and regulatory provisions (especially from the CNIL (“Commission Nationale Informatique et Liberté”) relating to the use of all personal file and personal data. (d) The Company and each Subsidiary comply in all material respects with all legal and regulatory provisions (notably “LCEN”, law for maintaining the trust in the digital economy) relating to the use of Internet and other telecommunication networks.

Governmental Permits. The Company owns, holds or possesses all -------------------- all material governmental licenses, franchises, permits, privileges, variances, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or own, lease, operate and use its assets and properties and to carry on and conduct its business 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 would not have a Material Adverse Effect on the Company. Schedule 4.9 3.10 sets forth a list and brief description of each such 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 The Company has fulfilled and ------------ performed its respective obligations under each of the such Governmental Permits in all material respectsPermits, 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 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 right of the Company under any such Governmental Permit; (ii) no . 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 clausesentence, has been received by, or is known to, by the Shareholders Company or the Company; and (iii) Shareholders. Except as set forth on Schedule 3.10, each of the Governmental Permits is valid, subsisting and in full force and effecteffect and will continue in full force and effect after the Closing, in each case without (xi) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (yii) the consent, approval, or act of, or the making of any filing with, any Governmental BodyBody or other party.

Governmental Permits. The Company owns, holds or possesses -------------------- all material licenses, franchises, permitspermits privileges, immunities, approvals and other authorizations from a Governmental Body governmental body which are necessary to entitle it to own or lease, operate and use its the Company's assets and assets by the Company 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 licensesGovernmental Permits as to which the failure to own, permits and other authorizations which hold or possess would be readily obtainable not have a material adverse effect on the Company's assets, the assets leased 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 or the Company's business. The Company has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermit, 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 Permit if such event would have a Material Adverse Effect. 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 clausesentence, has been received by, or is known to, the Shareholders or the Company; and (iii) each of the . Each Governmental Permits Permit is valid, subsisting and in full force and effecteffect and will not be rendered invalid or lose its force and effect as a result of the consummation of the transactions contemplated hereby, in each case without (x) the occurrence of any breach, default or forfeiture of rights nights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Bodygovernmental body. Board of Directors. Prior to December 31, 2002, the Board of Directors of the Company shall have nominated and elected two (2) individuals with industry experience or financial backgrounds who are not affiliated with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and who are not currently serving as directors of the Company.

Governmental Permits. (a) The Company and the Subsidiary each owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, 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 the Business substantially as currently conducted (herein collectively called "collectively, the “Governmental ------------ Permits"”). Schedule 4.9 5.9 sets forth a list and brief description 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. Complete and correct copies of all of the Governmental Permits set forth in Schedule 5.9 have heretofore been made available to Buyer by Seller. (b) Except as set forth in Schedule 4.95.9, (i) each of the Company and the Subsidiary 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 which constitutes or, after notice or lapse of time or both, would constitute, a breach or 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, or which might adversely affect the preceding clauserights of the Company or the Subsidiary under any such Governmental Permit, has been received by, or to the Knowledge of Seller is known to, the Shareholders or the Companypending; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect, effect and the consummation of the transactions contemplated by this Agreement and the Merger Agreement will not result in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) require the consent, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. The To the Knowledge of the Company, the Company owns, holds or possesses -------------------- all material governmental licenses, franchises, permits, privileges, variances, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or own, lease, operate and use its assets and properties and to carry on and conduct its business 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 would not have a Material Adverse Effect on the Company. Schedule 4.9 3.11 sets forth a list and brief description of each such Governmental Permit. To the Knowledge of the Company, 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 respective obligations under each of the such Governmental Permits in all material respectsPermits, 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 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 right of the Company under any such Governmental Permit; (ii) no . 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 clausesentence, has been received by, or is known to, the Shareholders or by the Company; and (iii) . Except as set forth on Schedule 3.11, each of the Governmental Permits is valid, subsisting and in full force and effecteffect and will continue in full force and effect after the Closing, in each case without (xa) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (yb) the consent, approval, or act of, or the making of any filing with, any Governmental BodyBody or other party.

Governmental Permits. The Company ownsand its Subsidiaries (and the -------------------- Seller with respect to the UK Facility) own, holds hold or possesses -------------------- possess all material licenses, franchises, permits, approvals and other authorizations from a Governmental Body which are necessary to entitle it them to own or lease, operate and use its their assets and to carry on and conduct its their 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) each of the Company and its ------------ Subsidiaries (and the Seller with respect to the UK Facility) 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 and its Subsidiaries 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 Seller, the Company or the Companyany Subsidiary; 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. The Company Seller owns, holds or possesses all -------------------- all material licenses, franchises, permits, registrations, certifications, privileges, immunities, approvals and other authorizations from a all Governmental Body Authorities which are necessary necessary, advisable or customary to entitle it Seller to own or lease, operate and use its assets the Acquired Assets and to carry on and conduct its business the Transaction Processing Business substantially as currently conducted (herein collectively called the "Governmental ------------ Permits"). Schedule 4.9 sets forth a list , and has made all filings with, or notifications to, all Governmental Authorities required pursuant to Requirements of each Governmental PermitLaw, except ------- ------------ for such incidental licensesin each case where to do so would not, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden individually or in the event of any lapseaggregate, termination, cancellation or forfeiture thereofhave a Material Adverse Effect. Except as set forth in Schedule 4.94.12, (ia) with respect to the Company ------------- Transaction Processing Business, Seller has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermits, 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 materially adversely affect in any material respect the rights of the Company Seller, under any such Governmental Permit; (iib) 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 CompanySeller; and (iiic) each of the Governmental Permits is valid, subsisting existing 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. The Company owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, 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 conducted, including, without limitation, all licenses necessary to operate as an insurance agent in The People’s Republic of China (herein collectively called "“Governmental ------------ Permits"”). Schedule 4.9 sets forth a list and brief description 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, Complete and correct copies of all of the Governmental Permits have heretofore been delivered to Buyer by Sellers. (i) the The Company has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermits, 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 Sellers or the Company; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effecteffect and will continue to be in full force and effect immediately after the Closing, 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. The Company ownsCompanies and the Subsidiaries -------------------- own, holds hold or possesses -------------------- possess all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations authorizations, including without limitation adoption commitments or agreements, from a Governmental Body which that are necessary to entitle it them to own or lease, operate and use its their respective assets and properties and to carry on and conduct its business the Business substantially as currently conducted immediately prior to the date of this Agreement (herein collectively called "Governmental ------------ Permits"). Schedule 4.9 sets forth a list Each of each the Companies and the Subsidiaries has complied -------------------- in all material respects with all terms and conditions of the Governmental PermitPermits and, except ------- as set forth on Schedule 5.8, the same will not be subject ------------ for such incidental licensesto suspension, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapsemodification, revocation, termination, cancellation or forfeiture thereofnonrenewal as a result of the execution and delivery and performance of this Agreement and Seller Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. Except as set forth in Schedule 4.95.8, (ia) 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 orallow, or after notice or lapse of time time, or both, would permit allow, 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 either Company or any Subsidiary under any such Governmental Permit; (iib) 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, clause has been received by, or is known to, the Shareholders Seller, either Company or the Companyany Subsidiary; and (iiic) each of the Governmental Permits is valid, subsisting and in full force and effecteffect any is not subject to any change of control limitation and will continue in full force and effect after this Closing, in each case without (xi) the occurrence of any breach, default default, or forfeiture of rights thereunder, or (yii) the consentonset, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. (a) The Company and the Subsidiary each owns, holds or possesses -------------------- all material licenses, franchises, permits, approvals privileges, immunities, approvals, clearances, certificates and other authorizations from a Governmental Body which are necessary to entitle it the Company or the Subsidiary to own or lease, operate and use its assets and properties and to carry on and conduct its business the Business substantially as currently conducted (herein collectively called "collectively, the “Governmental ------------ Permits"”). Schedule 4.9 4.9(a) sets forth a list of each Governmental Permit, except ------- ------------ for such incidental licenses, permits . Complete and other authorizations which would be readily obtainable by any qualified applicant without undue burden in correct copies of all of the event of any lapse, termination, cancellation or forfeiture thereof. Governmental Permits have heretofore been Made Available to Parent. (b) Except as set forth in Schedule 4.94.9(b), (i) the Company has and the Subsidiary have each fulfilled and ------------ performed its in all material respects their respective obligations under each of the Governmental Permits in all material respectsPermits, and to the Actual Knowledge of the Company, 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 materially and adversely affect in any material respect the rights of the Company or the Subsidiary 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, by or is known to, the Shareholders or Actually Known by the Company; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effecteffect and will continue in full force and effect on and immediately after the Effective Time, 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. The Company ownsSBS Entities own, holds hold or possesses -------------------- possess all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which (other than the FCC Licenses) that are necessary to entitle it the SBS Entities to own or lease, operate and use its their assets and to carry on and conduct its business the Business substantially as currently conducted immediately prior to the date of this Agreement, except for such Governmental Permits as to which the failure to so own, hold or possess would not have a Material Adverse Effect (herein collectively called "Governmental ------------ Permits"). Schedule 4.9 3.8 sets forth a list and brief description of each such Governmental Permit, except ------- ------------ for such incidental licenses, permits and other authorizations which would be readily obtainable Permit held by any qualified applicant without undue burden in the event SBS Entities as of any lapse, termination, cancellation or forfeiture thereofthe date of this Agreement. Except as set forth in Schedule 4.93.8, (i) the Company has SBS Entities have fulfilled and ------------ performed its in all material respects their obligations under each of the Governmental Permits in all material respectsPermits, 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 . No notice of cancellation, of default or of any dispute concerning any such Governmental Permit, or of any event, condition or state of facts described in the preceding clausesentence, has been received byby any SBS Entity. Except as set forth in Schedule 3.8, or is known to, the Shareholders or the Company; and (iii) each of the such Governmental Permits Permit is valid, subsisting and in full force and effect (subject to expiration or termination in accordance with its terms), and may be assigned and transferred to the Buyer in accordance with this Agreement and at the time of assignment or transfer of control to the Buyer will be in full force and effect, in each case without (xi) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (yii) the consent, approval, approval or act of, or the making of any filing with, any Governmental BodyBody or other party (except as provided for herein).

Governmental Permits. The Company owns(a) Sellers own, holds hold or possesses -------------------- possess all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it them to own or lease, operate and use its assets the Purchased Assets and to carry on and conduct its business the Business substantially as currently conducted (herein collectively called "collectively, the “Governmental ------------ Permits"”). Schedule 4.9 5.9 sets forth a list and brief description of each Governmental Permit, except ------- ------------ for such incidental licenses, permits . Complete and other authorizations which would be readily obtainable correct copies of all of the Governmental Permits have heretofore been delivered to Buyer by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Sellers. (b) Except as set forth in Schedule 4.95.9, (i) the Company each Seller has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermits, and to the Sellers’ Knowledge, 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 Sellers 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 CompanySellers; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effecteffect and may be assigned and transferred to Buyer in accordance with this Agreement and will continue in full force and effect thereafter, 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. (a) The Company owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body Bodies 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"), except -------------------- where the failure to own, hold or possess such Governmental Permits would not have a Material Adverse Effect on the Company. Schedule 4.9 4.9(a) sets forth a --------------- list and brief description of each Governmental Permit, except ------- ------------ for such incidental licenses, permits . Complete and other authorizations which would be readily obtainable by any qualified applicant without undue burden in correct copies of all of the event of any lapse, termination, cancellation or forfeiture thereof. Governmental Permits have heretofore been delivered to Buyer. (b) Except as set forth in Schedule 4.94.9(b), (i) the Company has --------------- fulfilled and ------------ performed in all material respects its obligations under each of the Governmental Permits in all material respectsPermits, 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 material 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 Company or the CompanyStockholder; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effecteffect and will continue in full force and effect after the Closing Date, 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. (a) The Company owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, variances, immunities, approvals and other authorizations from a Governmental Body which Bodies that are material and necessary to entitle it to own or lease, operate and use its properties and 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 Permitit is presently being conducted, 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 thereofthereof (collectively, the “Governmental Permits”). Except as set Schedule 5.8 sets forth in Schedule 4.9, a list and brief description of each Governmental Permit. Complete and correct copies of all of the Governmental Permits have been made available to Parent. (ib) the The Company has fulfilled and ------------ performed performed, in all material respects, its obligations under each of the Governmental Permits in all material respectsPermit, and no event has occurred or condition or state of facts exists which that 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 that 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 that 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 effecteffect and will continue in full force and effect after the consummation of the transactions contemplated by this Agreement, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (y) the consent, approval, approval or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. (a) The Company owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, variances, immunities, approvals and other authorizations from a Governmental Body which Bodies that are material and necessary to entitle it to own or lease, operate and use its properties and assets and to carry on and conduct its business substantially as currently it is presently being conducted (herein collectively called "collectively, the “Governmental ------------ Permits"”). Schedule 4.9 5.8 sets forth a list and brief description of each Governmental Permit, except ------- ------------ for such incidental licenses, permits . Complete and other authorizations which would be readily obtainable by any qualified applicant without undue burden in correct copies of all of the event of any lapse, termination, cancellation or forfeiture thereof. Except as set forth in Schedule 4.9, Governmental Permits have been made available to Buyer. (ib) the The Company has fulfilled and ------------ performed performed, in all material respects, its obligations under each of the Governmental Permits in all material respectsPermit, and no event has occurred or condition or state of facts exists which that 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 that 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 that 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 effecteffect and will continue in full force and effect after the consummation of the transactions contemplated by this Agreement, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (y) the consent, approval, approval or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. (a) The Company owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body Bodies which are necessary to entitle it to own or lease, operate and use its assets and to carry on and conduct its business 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 would not have a Material Adverse Effect on the Company. Schedule 4.9 4.8 sets forth a list and brief description of each Governmental Permit, except ------- ------------ for such incidental licenses, permits . Complete and other authorizations which would be readily obtainable by any qualified applicant without undue burden in correct copies of all of the event of any lapse, termination, cancellation Governmental Permits have heretofore been delivered or forfeiture thereof. made available to CLARCOR. (b) Except as set forth in Schedule 4.94.8, (i) the Company has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermits, and and, to the Knowledge of the Stockholders, 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 would be likely to 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 material 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 Known to, the Shareholders or the Companyany Stockholder; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effecteffect and will continue in full force and effect after the Closing Date, 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. The Company Seller owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use its assets the Purchased Assets and to carry on and conduct its business the Operations substantially as currently conducted (herein collectively called "collectively, the “Governmental ------------ Permits"”). Schedule 4.9 4.5 sets forth a list and brief description of each Governmental Permit, except ------- ------------ for such incidental licenses, permits and other authorizations which would be that are readily obtainable without expense (other than a normal permit fee) and without imposition of additional material conditions. Complete and correct copies of all of the Governmental Permits have heretofore been delivered or will be delivered prior to the Closing Date to Buyer by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereofSeller. Except as set forth in Schedule 4.9, 4.5: (ia) the Company Seller has fulfilled and ------------ performed complied in all material respects with its obligations under each of the Governmental Permits in all material respectsPermits, and to its knowledge, 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 or violation by Seller under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit reasonably be expected to result in revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might would reasonably be expected to adversely affect in any material respect the rights of the Company Seller under any such Governmental Permit; (iib) no notice of cancellation, of default default, of violation or of any material dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received in writing by, or is known to, the Shareholders or the CompanySeller; and (iiic) 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. The (a) Except as described on Schedule 4.9(a), the Company owns, holds or possesses -------------------- all material licenses, franchises, permits, approvals privileges, immunities, approvals, registrations 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 the Business as currently presently conducted (herein collectively called "collectively, the “Governmental ------------ Permits"”), except for such Governmental Permits as to which the failure to so own, hold or possess would not reasonably be expected to have a Material Adverse Effect on the Company. Schedule 4.9 4.9(a) sets forth a list and brief description of each Governmental Permit, which constitute all of the Governmental Permits necessary to enable the Company to conduct the Business as currently conducted, 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. Complete and correct copies of all of the Governmental Permits have heretofore been delivered to Buyer by Seller. (b) Except as set forth in Schedule 4.94.9(b), (i) the Company has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermits, 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 revocation, alteration or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might is reasonably likely to adversely affect in any material respect the rights of the Company under any such Governmental Permit; , and (ii) no written, or to the Knowledge of the Company, other 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 towithin the Knowledge of, the Shareholders or Company. To the Company; and (iii) ’s Knowledge, each of the Governmental Permits is legal, valid, subsisting and in full force and effecteffect and, except as set forth in Schedule 4.9(b), will continue in full force and effect following the Closing, 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. (a) The Company owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, variances, immunities, approvals and other authorizations from a Governmental Body which Bodies that are necessary to entitle it to own or lease, operate and use its properties and assets and to carry on and conduct its business substantially as currently conducted (herein collectively called "collectively, the “Governmental ------------ Permits"”). Schedule 4.9 5.8 sets forth a list and brief description 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. Complete and correct copies of all of the Governmental Permits have heretofore been delivered to Parent. (b) Except as set forth in on Schedule 4.9, 5.8: (i) the Company has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermit, and no event has occurred or condition or state of facts exists which that 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 that 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 that 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 effecteffect and will continue in full force and effect after the consummation of the transactions contemplated by this Agreement, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (y) the consent, approval, approval or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. The Company SELLER (including for this purpose any of its employees that may he required to so own, hold or possess) owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which that are necessary to entitle it to own or lease, operate and use its assets the Assets and to carry on and conduct its business the Business substantially as currently conducted (herein collectively called "collectively, the “Governmental ------------ Permits"”). Schedule 4.9 5(q) sets forth a list and brief description of each Governmental Permit, except ------- ------------ for such incidental licenses, permits complete and other authorizations correct copies of which would be readily obtainable have heretofore been delivered to BUYER by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereofSELLER. Except as set forth in Schedule 4.9, 5(q): (i) SELLER (or the Company relevant employee) has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time 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 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 SELLER 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 SELLER or the CompanyOWNER; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effecteffect and may he assigned and transferred to BUYER in accordance with this Agreement and will continue in lull force and effect thereafter, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Body.