Common use of Governmental Permits Clause in Contracts

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. (a) Except as set forth in -------------------- Schedule 5.8The Company owns, holds or possesses, and, to the Companies ownextent so required, hold each employee of the Company owns, holds or possess possesses, all licenses, franchises, ------------ permits, privileges, immunities, approvals, grants, qualifications, filings, easements, variances, exceptions, certificates, orders approvals and other authorizations from a Governmental Body that which are necessary to entitle them the Company to own or leaseengage in the Mortgage Banking Business with respect to loans secured by real estate located in each state listed on Schedule 5.9 (collectively, 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 the failure of which to which the -------------------- failure to so own, hold or possess has not had, would not or would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Schedule 5.9 sets forth a list of each material Governmental Permit. Complete and correct copies of all of the Companies has complied with all terms and conditions of the material Governmental PermitsPermits have heretofore been delivered or made available to Buyer by Seller. The Company is, and no suspension or cancellation of any of the Governmental Permits is pending orsince October 1, 2010 has been, and, to the Knowledge of ParentSeller, threatenedwas during the Prior Period, in compliance with, and no event has occurred which would make the Company unable to comply with, the Applicable Requirements, including eligibility requirements under the Agency Guides, except where the such failure or inability to comply or such suspension or cancellation would could not, or would not reasonably be expected to, have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 5.8, none of the Governmental ------------ Permits shall, 5.9 or 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 could not, or would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and, to the Knowledge of Seller and to the extent so required, each employee of the Company, has fulfilled and performed its obligations under each of the Governmental Permits, 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 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 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 Company or Seller; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect and will continue in full force and effect as of and 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. (a) Except as set forth in -------------------- Section 4.11 of the Disclosure Schedule 5.8and except for matters otherwise addressed by Section 4.10, 4.16 or 4.20, the Companies Company and the Subsidiaries own, hold or possess all material licenses, franchises, ------------ permits, privileges, immunities, approvals, grants, qualifications, filings, easements, variances, exceptions, certificates, orders exemptions and other authorizations from a all Governmental Body Bodies 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 under and pursuant to all applicable Laws (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 havepossess, individually or in the aggregate, a Material Adverse Effect. Each would not reasonably be expected to (a) adversely affect in any material respect the ability of the Companies has complied Company and Seller to enter into, perform their obligations under and consummate the transactions contemplated by this Agreement or by any of the Seller Ancillary Agreements or (b) have an adverse effect on the Company or any Subsidiary in any material respect. The Company and the Subsidiaries have complied, and are in compliance with all terms and conditions of the Governmental Permits, except for such non-compliance which, individually or in the aggregate, would not reasonably be expected to (i) adversely affect in any material respect the ability of the Company and Seller to enter into, perform its and their obligations under and consummate the transactions contemplated by this Agreement or by any of the Seller Ancillary Agreements or (ii) result in a Material Adverse Effect. All Governmental Permits have been legally obtained and maintained and are valid and in full force and effect, except for Governmental Permits which the failure to have been legally obtained and maintained and be valid and in full force and effect individually or in the aggregate, would not reasonably be expected to (1) adversely affect in any material respect the ability of the Company and Seller to enter into, perform its and their obligations under and consummate the transactions contemplated by this Agreement or by any of the Seller Ancillary Agreements or (2) result in a Material Adverse Effect. There has been no suspension material change in the facts or cancellation circumstances reported or assumed in the application for or granting of any Governmental Permit. No material outstanding violations are or have been recorded in respect of any of the Governmental Permits Permits. No Proceeding is pending or, to the Knowledge of ParentSeller, threatened, except where contemplating the failure suspension, cancellation, revocation, withdrawal, modification, limitation or nonrenewal of any Governmental Permit and, to comply the Knowledge of Seller, there is no fact, error or such suspension admission relevant to any Governmental Permit that (with or cancellation without notice, lapse of time or both) would notpermit, or would not could reasonably be expected toto result in, havethe suspension, cancellation, revocation, withdrawal, modification, limitation or nonrenewal of any Governmental Permit, except for any such suspension, cancellation, revocation, withdrawal, modification, limitation or nonrenewal which, 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(x) adversely affect in any material respect the ability of the Company and Seller to enter into, individually perform their obligations under and consummate the transactions contemplated by this Agreement or in by any of the aggregate, Seller Ancillary Agreements or (y) have a Material Adverse Effect.

Governmental Permits. (a) Except as set forth in -------------------- Schedule 5.8Section 5.7 of the Seller Disclosure Letter, (i) the Companies Business Subsidiaries and Asset Sellers own, hold or possess all licenses, franchises, ------------ permits, privileges, certificates, registrations, accreditations, immunities, approvals, grants, qualifications, filings, easements, variances, exceptions, certificates, orders approvals and other authorizations from a Governmental Body that are necessary to entitle them to own or lease, operate and use their its properties and assets or properties (in the case of the Business Subsidiaries) and the Purchased Assets (in the case of the Asset Sellers) and to carry on and conduct the Business substantially as currently conducted immediately prior to the date of this Agreement (herein collectively called "collectively, the “Governmental Permits"”), except and (ii) the Registered Employees own, hold or possess all Governmental Permits that such employees are required to own, hold or possess under applicable Requirements of Law in order to provide the services provided by such employees of the BD Subsidiary or IA Subsidiary, as applicable, except, in each case, 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 havenot, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a Material Adverse Effectwhole. Each of the Companies Business Subsidiaries, Asset Sellers and Registered Employees is, and has complied for the past thirty six (36) months been, in compliance in all material respects with all terms and conditions of the Governmental PermitsPermits owned, held or possessed by such person. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole (a) all such Governmental Permits are in full force and effect, (b) no suspension or cancellation violations are recorded in respect of any of the such Governmental Permits is and (c) no actions, suits, claims, examinations or proceedings are pending or, to the Knowledge of Seller Parent, threatenedthreatened to revoke, except where the failure to comply suspend, cancel or limit any such suspension or cancellation would not, or would not reasonably be expected to, have, individually or in the aggregate, a Material Adverse EffectGovernmental Permit. (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. (a) Except To AirTouch's knowledge, except as set forth in -------------------- Schedule 5.8on SCHEDULE 3.6, the Companies own, hold or possess Wholly Owned Entities have all licenses, franchises, ------------ permits, privileges, immunities, approvals, grants, qualifications, filings, easements, variances, exceptions, certificates, orders and other authorizations from a Governmental Body Permits that are necessary to entitle them to own or lease, operate and use their assets or properties and to carry Towers as operated on and conduct the Business substantially as currently conducted (herein collectively called "Governmental Permits")date hereof, except for where the failure to obtain such Governmental Permits as to which the -------------------- failure to so own, hold or possess has not had, Permit would not or would not reasonably be expected to havenot, individually or in the aggregate, a have an AirTouch Material Adverse Effect. Each of To AirTouch's knowledge, except as set forth in SCHEDULE 3.6, the Companies has complied Wholly Owned Entities are in compliance with all terms and conditions of the such 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 for such failures to comply or such suspension or cancellation as would not, or would not reasonably be expected to, have, individually or in the aggregate, a have an AirTouch Material Adverse Effect. (b) . Except as set forth in Schedule 5.8SCHEDULE 3.6, 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 have an AirTouch Material Adverse Effect, (i) none of the Governmental Permits owned by the Wholly Owned Entities is, to AirTouch's knowledge, subject to any restriction or condition that limits the ownership or operations of the Assets as currently owned and operated, except for restrictions and conditions generally applicable to Governmental Permits of such type, (ii) to AirTouch's knowledge, the Governmental Permits owned by the Wholly Owned Entities are valid and in good standing, are in full force and effect and are not impaired by any act or omission of any Wholly Owned Entity or its officers, directors, partners, employees or agents, and the ownership and operation of the Assets to AirTouch's knowledge are in accordance with the Governmental Permits owned by the Wholly Owned Entities, (iii) no such Governmental Permit is the subject of any pending or, to AirTouch's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Permit, and (iv) no Wholly Owned Entity has any reason to believe that any such Governmental Permit will not be renewed in its name by the granting Governmental Authority in the ordinary course.

Governmental Permits. (a) Except as set forth in -------------------- Schedule 5.8, Holdings and the Companies Company own, hold or possess all governmental licenses, franchises, ------------ permits, privileges, immunities, approvals, grants, qualifications, filings, easements, variances, exceptions, certificates, orders approvals and other authorizations from a Governmental Body that which are necessary to entitle them to own or leasefor their ownership, operate leasing, operation and use of their respective assets or and properties and to carry which are required for their carrying on and conduct the Business substantially conducting their respective businesses as currently conducted (herein collectively called "Governmental Permits"), except for such Governmental Permits as to which where the -------------------- failure to so own, hold or possess has not had, would not or would not reasonably be expected to havethe same, individually or in the aggregate, have not had and would not be reasonably likely to result in a Material Adverse Effect. Each of the Companies has complied with all terms and conditions of the Governmental PermitsPermit is valid, and in full force and effect and, to the knowledge of Holdings and the Company, no suspension or cancellation of any of the Governmental Permits them is pending or, to the Knowledge of Parent, threatened, except where the failure to comply for such suspensions or such suspension or cancellation would not, or would not reasonably be expected to, havecancellations that, individually or in the aggregate, have not had and would not be reasonably likely to result in a Material Adverse Effect. No written notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any Governmental Permit has been received by Holdings or the Company, except for those that, individually or in the aggregate, have not had and would not be reasonably likely to result in a Material Adverse Effect. To the knowledge of Holdings and the Company, there are no pending or proposed changes in permit requirements that would require Holdings or the Company to make additional monetary payments in order to obtain, renew or comply with any Governmental Permit, except for those that, individually or in the aggregate, have not had and would not be reasonably likely to result in a Material Adverse Effect. (b) Except as set forth in Schedule 5.8, none As of the Governmental ------------ Permits shalldate hereof, as a result of Parent entering into this Agreement or performing any of its obligations hereunder, the Company does not have actual knowledge that: (i) require notification of Holdings and the Company do not own, hold or application to any possess all required Governmental Body, (ii) have its validity adversely affected or (iii) be subject to cancellation or revisionPermits, except where the failure to make such notification own, hold or application, such invalidity or such cancellation or revision would not, or would not reasonably be expected to havepossess the same, individually or in the aggregate, have not had and would not be reasonably likely to result in a Material Adverse Effectmaterial adverse effect on the value of any Owned Real Property or the real property subject to any Scheduled Lease or the ability to use any such real property as it is presently used; (ii) any such Governmental Permit is not valid or in full force and effect and no suspension or cancellation of any such Governmental Permit has been threatened, except for matters that, individually or in the aggregate, have not had and would not be reasonably likely to result in a material adverse effect on the value of any Owned Real Property or the real property subject to any Scheduled Lease or the ability to use any such real property as it is presently used; and (iii) any written notice of cancellation, of default or of any dispute concerning any such Governmental Permit, or of any event, condition or state of facts which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit has been received by Holdings or the Company, except for those that, individually or in the aggregate, have not had and would not be reasonably likely to result in a material adverse effect on the value of any Owned Real Property or the real property subject to any Scheduled Lease or the ability to use any such real property as it is presently used.

Governmental Permits. (a) Except as set forth in -------------------- Schedule 5.8, the Companies own, hold The Company and each of its subsidiaries own or possess all licenses, franchises, ------------ permits, privileges, immunities, approvals, grants, qualifications, filings, easements, variances, exceptionslicenses, certificates, orders clearances, consents, exemptions, marks, notifications, orders, authorizations and permits issued by, and have made all declarations and filings with, the appropriate local, state, federal or foreign regulatory agencies or bodies, including, without limitation, the Food and Drug Administration (the “FDA”) and any agency of any foreign government and any other authorizations from a Governmental Body foreign regulatory authority exercising authority comparable to that of the FDA (including any non-governmental entity whose approval or authorization is required under foreign law comparable to that administered by the FDA), which are necessary to entitle them to own for the ownership of their respective properties or leasethe conduct of their respective businesses as described in the Disclosure Package and the Final Prospectus (collectively, operate and use their assets or properties and to carry on and conduct the Business substantially as currently conducted (herein collectively called "“Governmental Permits")”) and is in compliance with the terms and conditions of all such Governmental Permits, except for such Governmental Permits as where any failures to which possess, comply or make the -------------------- failure to so ownsame would not, hold singly or possess has not hadin the aggregate, would not or would not reasonably be expected to havehave a Material Adverse Effect. All such Governmental Permits are valid and in full force and effect except where the validity or failure to be in full force and effect would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. All such Governmental Permits are free and clear of any restriction or condition that are in addition to, or materially different from, those normally applicable to similar licenses, certificates, authorizations and permits. Neither the Company nor any of its subsidiaries has received any written notice of any revocation or modification of, any such Governmental Permit, which, individually or in the aggregate, a Material Adverse Effect. Each if the subject of the Companies has complied with all terms and conditions of the Governmental Permitsan unfavorable decision, and no suspension ruling or cancellation of any of the Governmental Permits is pending orfinding, 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, to have 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. (a) Except as set forth in -------------------- Schedule 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 PermitsGOVERNMENTAL 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 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. (a) Except as set forth in -------------------- Schedule 5.85.7(a), each of the Companies ownowns, hold holds or possess possesses all licenses, franchises, ------------ permits, privileges, immunities, approvalsConsents, grantsidentification numbers, qualificationswaivers, filingsaccreditations, easements, variances, exceptions, certificates, orders and other authorizations from a Governmental Body that are necessary to entitle them it to own or lease, operate and use their its assets or properties and to carry on and conduct its business as conducted at any time during the Business substantially as currently conducted three (3) years immediately prior to the date of this Agreement (herein collectively called "“Governmental Permits"”), except for such those 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 materially and adversely affect the aggregate, a Material Adverse Effect. Business. (b) Each of the Companies has complied in all material respects with all terms and conditions of the Governmental Permits, and no suspension or cancellation of any of the Permits except for those Governmental Permits is pending or, as to the Knowledge of Parent, threatened, except where which the failure to so comply or such suspension or cancellation would not, or would not reasonably be expected to, have, individually or materially and adversely affect the Business. Schedule 5.7(b) contains a complete and accurate list of any Governmental Permit held by any Company. Each material Governmental Permit is in the aggregate, a Material Adverse Effectfull force and effect. (bc) Except as set forth in Schedule 5.85.7(c), no event has occurred, or condition or circumstance exists (including as a result of this Agreement or the consummation of the transactions contemplated hereby), which (A) should reasonably be expected to constitute or result directly or indirectly in a Breach of or a failure to comply in any material respect with any term or requirement of any such Governmental Permit or (B) should reasonably be expected to result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any such Governmental Permit. (d) Except as set forth in Schedule 5.7(d), none of the Companies has received any written or (to the Knowledge of the Companies) oral notice, report, order, demand, request for information, citation, summons, complaint, notice of Breach or directive or other communication from any Governmental ------------ Permits shallBody or any other Person regarding (A) any actual, as a result alleged, possible, or potential Breach of Parent entering into this Agreement any term or performing requirement of any of its obligations hereunderGovernmental Permit or any investigation or hearing related thereto or (B) any actual, (i) require notification of proposed, possible, or application potential revocation, non-renewal, withdrawal, suspension, cancellation, or termination of, or modification to any Governmental BodyPermit. (e) All applications required to have been filed for the renewal of the Governmental Permits have been duly filed on a timely basis with the appropriate Governmental Bodies, (ii) and all other material filings required to have its validity adversely affected or (iii) be subject been made with respect to cancellation or revisionsuch Governmental Permits have been duly made on a timely basis with the appropriate Governmental Bodies. Except as set forth on Schedule 5.7(e), except where each Company currently maintains all Governmental Permits required under 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 terms of the aggregate, a Material Adverse EffectContracts.