Common use of Licenses and Compliance with Law Clause in Contracts

Licenses and Compliance with Law. (a) To the Knowledge of the Stockholder, the Companies hold and are in compliance, or will be in compliance as of the Closing, with all permits, certificates, licenses, approvals, registrations and authorizations required by them in connection with the conduct of their respective businesses and the ownership and operation of their respective assets under all federal, state, local and foreign laws, rules and regulations (the "Permits"). Except as set forth on Schedule 3.12(a) hereto, all of the Permits are, and as of the Closing of the transactions contemplated hereby will be, in full force and effect in all respects in accordance with their respective terms. (b) Except as set forth on Schedule 3.12(b) hereto, the Companies are, or as of the Closing will be, in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and changes thereunder) of federal, state, local and foreign governments (and all agencies thereof), asserting or claiming jurisdiction over them or over any part of their operations, except to the extent such non-compliance would not have a Material Adverse Effect upon any of the Companies individually or the Companies as a whole, and no Proceedings or notices have been filed or commenced against the Companies alleging any failure to comply.

Licenses and Compliance with Law. (a) To the Knowledge of the Stockholder, the Companies hold and are in compliance, or will be in compliance as of the Closing, with all permits, certificates, licenses, approvals, registrations and authorizations required by them in connection with the conduct of their respective businesses and the ownership and operation of their respective assets under all federal, state, local and foreign laws, rules and regulations (the "PermitsPERMITS"). Except as set forth on Schedule 3.12(a) hereto, all of the Permits are, and as of the Closing of the transactions contemplated hereby will be, in full force and effect in all respects in accordance with their respective terms. (b) Except as set forth on Schedule 3.12(b) hereto, the Companies are, or as of the Closing will be, in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and changes thereunder) of federal, state, local and foreign governments (and all agencies thereof), asserting or claiming jurisdiction over them or over any part of their operations, except to the extent such non-compliance would not have a Material Adverse Effect upon any of the Companies individually or the Companies as a whole, and no Proceedings or notices have been filed or commenced against the Companies alleging any failure to comply.