Common use of Material Permits Clause in Contracts

Material Permits. (a) As of the date hereof, to the knowledge of the Borrower, (i) all Material Permits are set forth in Schedule 5.6 hereto and (ii) the Material Permits set forth in Part B of Schedule 5.6 hereto are not currently required by the applicable Governmental Authorities but will be required at a later stage of the acquisition, importation, ownership, construction, installation, operation, insurance or maintenance of the Project. (b) The Project Owner, the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the knowledge of the Borrower, each other Material Project Participant holds each Material Permit required to be held by it for the current stage of the acquisition, importation, ownership, construction, installation, operation, insurance or maintenance of the Project. Each such Material Permit held by Project Owner, the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the knowledge of the Borrower, each other Material Project Participant has been duly obtained or made, was validly issued, is in full force and effect, is final and not subject to modification or appeal and all appeal periods applicable thereto have expired, is held in the name of such Person and is free from conditions or requirements the compliance with which could reasonably be expected to have either a Material Adverse Effect or a material adverse effect on the ability of any Material Project Participant to timely perform any of its material obligations under any of the Material Project Documents to which it is a party. No event has occurred that could reasonably be expected to (A) result in the reversal, rescission, revocation, termination or adverse modification of any such Material Permit held by the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other Material Project Participant or (B) adversely affect any rights of the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other Material Project Participant under any such Material Permit. (c) The Borrower has no reason to believe that any Material Permits which are not required to have been obtained as of the date of this Credit Agreement, but which will be required in the future (including those set forth in Part B of Schedule 5.6), will not be granted in due course prior to the time needed free from conditions or requirements which the Borrower does not reasonably expect the relevant Person to be able to satisfy or compliance with which could reasonably be expected to have either a Material Adverse Effect or a material adverse effect on the ability of any Material Project Participant to timely perform any of its material obligations under any of the Material Project Documents to which it is a party. (d) The information set forth in each application submitted by or on behalf of the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other relevant Person in connection with each Material Permit held by such Person and in all correspondence sent by or on behalf of any such Person in respect of each such application is accurate and complete in all material respects. (e) The Project, if imported, installed, constructed, owned and operated in accordance with the Plans and Specifications and the Transaction Documents, will conform to and comply in all material respects with all covenants, conditions, restrictions and requirements in all Material Permits, in the Transaction Documents applicable thereto and under all zoning, environmental, land use and other Laws applicable thereto.

Material Permits. (a) As of the date hereof, to the knowledge of the Borrower, (i) all Material Permits are set forth in Schedule 5.6 hereto and (ii) the Material Permits set forth in Part B of Schedule 5.6 hereto are not currently required by the applicable Governmental Authorities but will be required at a later stage of the acquisition, importation, ownership, construction, installation, operation, insurance or maintenance of the Project. (b) The Project Owner, the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the knowledge of the Borrower, each other Material Project Participant holds each Material Permit required to be held by it for the current stage of the acquisition, importation, ownership, construction, installation, operation, insurance or maintenance of the Project. Each such Material Permit held by Project Owner, the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the knowledge of the Borrower, each other Material Project Participant has been duly obtained or made, was validly issued, is in full force and effect, is final and not subject to modification or appeal and all appeal periods applicable thereto have expired, is held in the name of such Person and is free from conditions or requirements the compliance with which could reasonably be expected to have either a Material Adverse Effect or a material adverse effect on the ability of any Material Project Participant to timely perform any of its material obligations under any of the Material Project Documents to which it is a party. No event has occurred that could reasonably be expected to (A) result in the reversal, rescission, revocation, termination or adverse modification of any such Material Permit held by the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other Material Project Participant or (B) adversely affect any rights of the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other Material Project Participant under any such Material Permit. (c) The Borrower has no reason to believe that any Material Permits which are not required to have been obtained as of the date of this Credit Agreement, but which will be required in the future (including those set forth in Part B of Schedule 5.6), will not be granted in due course prior to the time needed free from conditions or requirements which the Borrower does not reasonably expect the relevant Person to be able to satisfy or compliance with which could reasonably be expected to have either a Material Adverse Effect or a material adverse effect on the ability of any Material Project Participant to timely perform any of its material obligations under any of the Material Project Documents to which it is a party. (d) The information set forth in each application submitted by or on behalf of the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other relevant Person in connection with each Material Permit held by such Person and in all correspondence sent by or on behalf of any such Person in respect of each such application is accurate and complete in all material respects.. NEWYORK 8115155 (2K) 48 (e) The Project, if imported, installed, constructed, owned and operated in accordance with the Plans and Specifications and the Transaction Documents, will conform to and comply in all material respects with all covenants, conditions, restrictions and requirements in all Material Permits, in the Transaction Documents applicable thereto and under all zoning, environmental, land use and other Laws applicable thereto.

Material Permits. (a) As To the Knowledge of the date hereofCompany, the Company and its Subsidiaries as the case may be, have all material federal, state, local and foreign governmental licenses, permits, franchises, approvals and authorizations (the “Material Permits”) necessary for the Company, or the Subsidiaries as the case may be, to the knowledge of the Borrower, (i) all Material Permits are set forth in Schedule 5.6 hereto and (ii) the Material Permits set forth in Part B of Schedule 5.6 hereto are not currently required by the applicable Governmental Authorities but will be required at a later stage of the acquisition, importation, ownership, construction, installation, operation, insurance or maintenance of the Project. (b) The Project Owner, the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the knowledge of the Borrower, each other Material Project Participant holds each Material Permit required to be held by it for the current stage of the acquisition, importation, ownership, construction, installation, operation, insurance or maintenance of the Project. Each such Material Permit held by Project Owner, the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the knowledge of the Borrower, each other Material Project Participant has been duly obtained or made, was validly issued, is in full force and effect, is final and not subject to modification or appeal and all appeal periods applicable thereto have expired, is held in the name of such Person and is free from conditions or requirements the compliance with which could reasonably be expected to have either a Material Adverse Effect or a material adverse effect on the ability of any Material Project Participant to timely perform any of operate its material obligations under any of the Material Project Documents to which it is a party. No event has occurred that could reasonably be expected to (A) result in the reversal, rescission, revocation, termination or adverse modification of any such Material Permit held by the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other Material Project Participant or (B) adversely affect any rights of the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other Material Project Participant under any such Material Permit. (c) The Borrower has no reason to believe that any Material Permits which are not required to have been obtained business as presently conducted as of the date of this Credit Agreement, but which will Agreement and as presently planned to be required conducted except for Material Permits that individually or in the future (including those set forth in Part B of Schedule 5.6), will aggregate would not be granted in due course prior to the time needed free from conditions or requirements which the Borrower does not reasonably expect the relevant Person to be able to satisfy or compliance with which could reasonably be expected to have either a Company Material Adverse Effect or a Project Material Adverse Effect. The parties hereto acknowledge that the Company is or may be in the process of renovating various Owned Real Property and Optioned Property Projects which will require obtaining and comply with certain Material Permits and the Company and/or the applicable Subsidiary agree to use commercially reasonable best efforts from and after the date hereof to obtain and complying with such Material Permits as and when required by such Legal Requirements, it being agreed by Company and any such Subsidiary that any failure to obtain any such Material Permits as of the Closing shall not individually or in the aggregate be reasonably expected to have a Company Material Adverse Effect or a Project Material Adverse Effect. (b) To the Knowledge of the Company, neither the Company nor the Subsidiaries have received any written notice from any governmental agency that they are not in compliance in all material adverse effect on respects with the ability of any Material Project Participant to timely perform any of its material obligations under any terms and conditions of the Material Project Documents Permits. (c) Each Material Permit is in full force and effect and neither the Company nor any Subsidiary have received written notification of any action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim that is pending or, to the Knowledge of the Company, threatened, which it is a partyseeks to revoke or limit any Material Permit. (d) The information set forth in each application submitted by or on behalf To the Knowledge of the Project OwnerCompany, the Procurement Sub (rights and benefits of each Material Permit will be available to the Company and the Subsidiaries immediately after the Closing on terms substantially identical to those enjoyed by the Company and the Subsidiaries immediately prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other relevant Person in connection with each Material Permit held by such Person and in all correspondence sent by or on behalf of any such Person in respect of each such application is accurate and complete in all material respectsClosing. (e) The Project, if imported, installed, constructed, owned and operated in accordance with the Plans and Specifications and the Transaction Documents, will conform to and comply in all material respects with all covenants, conditions, restrictions and requirements in all Material Permits, in the Transaction Documents applicable thereto and under all zoning, environmental, land use and other Laws applicable thereto.

Material Permits. (a) As To the Knowledge of the date hereofCompany, the Company and its Subsidiaries as the case may be, have all material federal, state, local and foreign governmental licenses, permits, franchises, approvals and authorizations (the “Material Permits”) necessary for the Company, or the Subsidiaries as the case may be, to the knowledge of the Borrower, (i) all Material Permits are set forth in Schedule 5.6 hereto and (ii) the Material Permits set forth in Part B of Schedule 5.6 hereto are not currently required by the applicable Governmental Authorities but will be required at a later stage of the acquisition, importation, ownership, construction, installation, operation, insurance or maintenance of the Project. (b) The Project Owner, the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the knowledge of the Borrower, each other Material Project Participant holds each Material Permit required to be held by it for the current stage of the acquisition, importation, ownership, construction, installation, operation, insurance or maintenance of the Project. Each such Material Permit held by Project Owner, the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the knowledge of the Borrower, each other Material Project Participant has been duly obtained or made, was validly issued, is in full force and effect, is final and not subject to modification or appeal and all appeal periods applicable thereto have expired, is held in the name of such Person and is free from conditions or requirements the compliance with which could reasonably be expected to have either a Material Adverse Effect or a material adverse effect on the ability of any Material Project Participant to timely perform any of operate its material obligations under any of the Material Project Documents to which it is a party. No event has occurred that could reasonably be expected to (A) result in the reversal, rescission, revocation, termination or adverse modification of any such Material Permit held by the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other Material Project Participant or (B) adversely affect any rights of the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other Material Project Participant under any such Material Permit. (c) The Borrower has no reason to believe that any Material Permits which are not required to have been obtained business as presently conducted as of the date of this Credit Agreement, but which will Agreement and as presently planned to be required conducted except for Material Permits that individually or in the future (including those set forth in Part B of Schedule 5.6), will aggregate would not be granted in due course prior to the time needed free from conditions or requirements which the Borrower does not reasonably expect the relevant Person to be able to satisfy or compliance with which could reasonably be expected to have either a Company Material Adverse Effect or a Project Material Adverse Effect. The parties hereto acknowledge that the Company is or may be in the process of renovating various Owned Real Property which will require obtaining and comply with certain Material Permits and the Company and/or the applicable Subsidiary agree to use commercially reasonable best efforts from and after the date hereof to obtain and complying with such Material Permits as and when required by such Legal Requirements, it being agreed by Company and any such Subsidiary that any failure to obtain any such Material Permits as of the Closing shall not individually or in the aggregate be reasonably expected to have a Company Material Adverse Effect or a Project Material Adverse Effect. (b) To the Knowledge of the Company, neither the Company nor the Subsidiaries have received any written notice from any governmental agency that they are not in compliance in all material adverse effect on respects with the ability of any Material Project Participant to timely perform any of its material obligations under any terms and conditions of the Material Project Documents Permits. (c) Each Material Permit is in full force and effect and neither the Company nor any Subsidiary have received written notification of any action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim that is pending or, to the Knowledge of the Company, threatened, which it is a partyseeks to revoke or limit any Material Permit. (d) The information set forth in each application submitted by or on behalf To the Knowledge of the Project OwnerCompany, the Procurement Sub (rights and benefits of each Material Permit will be available to the Company and the Subsidiaries immediately after the Closing on terms substantially identical to those enjoyed by the Company and the Subsidiaries immediately prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other relevant Person in connection with each Material Permit held by such Person and in all correspondence sent by or on behalf of any such Person in respect of each such application is accurate and complete in all material respectsClosing. (e) The Project, if imported, installed, constructed, owned and operated in accordance with the Plans and Specifications and the Transaction Documents, will conform to and comply in all material respects with all covenants, conditions, restrictions and requirements in all Material Permits, in the Transaction Documents applicable thereto and under all zoning, environmental, land use and other Laws applicable thereto.

Material Permits. The Company owns or holds all permits, licenses, franchises, security clearances, consents, contractual rights and other authorizations or approvals (a) As of the date hereofindividually, to the knowledge of the Borrower, (i) all Material Permits are set forth in Schedule 5.6 hereto a “Permit” and (ii) the Material Permits set forth in Part B of Schedule 5.6 hereto are not currently required by the applicable Governmental Authorities but will be required at a later stage of the acquisition, importation, ownership, construction, installation, operation, insurance or maintenance of the Project. (b) The Project Ownercollectively, the Procurement Sub “Permits”) of any federal, state, local, foreign, governmental or quasi-governmental entity or municipality or subdivision thereof or any authority, department, commission, board, bureau, agency, court, tribunal or instrumentality, or any applicable self-regulatory organization (prior to the Merger) individually, a “Governmental Authority” and the Affiliated Project Parties and, to the knowledge of the Borrower, each other Material Project Participant holds each Material Permit required to be held by it for the current stage of the acquisition, importation, ownership, construction, installation, operation, insurance or maintenance of the Project. Each such Material Permit held by Project Ownercollectively, the Procurement Sub (prior to “Governmental Authorities”), the Merger) and the Affiliated Project Parties andabsence or loss of any of which, to the knowledge of the Borrower, each other Material Project Participant has been duly obtained individually or made, was validly issued, is in full force and effect, is final and not subject to modification or appeal and all appeal periods applicable thereto have expired, is held in the name of such Person and is free from conditions or requirements the compliance with which aggregate, could reasonably be expected to have either a Material Adverse Effect or a material adverse effect impact on the ability Business (individually, a “Material Permit” and collectively, the “Material Permits”). Schedule 4.10 sets forth a complete and accurate list of each Material Permit. All fees required to be paid in connection with the Material Permits have been paid. The Material Permits are valid, and, to the Knowledge of the Company, no Governmental Authority intends to modify, cancel, terminate or not renew any Material Project Participant to timely perform Permit. No Person other than the Company, owns or has any of its material obligations under proprietary, financial or other interest (direct or indirect) in any of the Material Project Documents to which it Permits. The Company has conducted and is a party. No event has occurred that conducting the Business in compliance with the requirements, standards, criteria and conditions set forth in the Material Permits and other applicable Laws and is not in violation of any of the foregoing, except as could not reasonably be expected to (A) result in a Material Adverse Effect. The transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the reversalrights and benefits afforded to the Company by, rescissionany Material Permit. Following the Closing, revocationParent will have the right to own and operate, termination without any material restrictions or adverse modification of any such Material Permit held by the Project Ownerexpense, the Procurement Sub (Surviving Corporation, the Business and the Assets in the same manner as the same were owned and operated prior to the Merger) Closing. The Company has delivered or the Affiliated Project Parties ormade available to Parent true, to the knowledge of the Borrower, each other Material Project Participant or (B) adversely affect any rights of the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other Material Project Participant under any such Material Permit. (c) The Borrower has no reason to believe that any Material Permits which are not required to have been obtained as of the date of this Credit Agreement, but which will be required in the future (including those set forth in Part B of Schedule 5.6), will not be granted in due course prior to the time needed free from conditions or requirements which the Borrower does not reasonably expect the relevant Person to be able to satisfy or compliance with which could reasonably be expected to have either a Material Adverse Effect or a material adverse effect on the ability of any Material Project Participant to timely perform any of its material obligations under any of the Material Project Documents to which it is a party. (d) The information set forth in each application submitted by or on behalf of the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other relevant Person in connection with each Material Permit held by such Person and in all correspondence sent by or on behalf of any such Person in respect of each such application is accurate and complete in all material respects. (e) The Project, if imported, installed, constructed, owned and operated in accordance with the Plans and Specifications and the Transaction Documents, will conform to and comply in all material respects with all covenants, conditions, restrictions and requirements in copies of all Material Permits, in the Transaction Documents applicable thereto and under all zoning, environmental, land use and other Laws applicable thereto.

Material Permits. (a) As To Seller’s Knowledge, each Target Group Company possesses and has possessed at all times all Permits required for the conduct of the date hereof, business of any Target Group Company or for the ownership and use of its assets and properties (the “Required Permits”). The Seller has made available to the knowledge Buyer true and complete copies of all Required Permits (with the holders thereof identified). To Seller’s Knowledge, all of the Borrower, (i) all Material Required Permits are set forth in Schedule 5.6 hereto full force and (ii) the Material Permits set forth in Part B of Schedule 5.6 hereto are not currently required by the applicable Governmental Authorities but will be required at a later stage of the acquisition, importation, ownership, construction, installation, operation, insurance or maintenance of the Projecteffect. (b) The Project OwnerTo Seller’s Knowledge, the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the knowledge business of the BorrowerTarget Group Companies has at all times been operated in compliance with all its Required Permits in all material respects, each other Material Project Participant holds each Material and no such Required Permit required to be held by it for the current stage of the acquisition, importation, ownership, construction, installation, operation, insurance or maintenance of the Project. Each such Material Permit held by Project Owner, the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the knowledge of the Borrower, each other Material Project Participant has been duly obtained or made, was validly issued, is in full force and effect, is final and not subject to modification any pending or appeal and all appeal periods applicable thereto have expiredthreatened, is held in the name of such Person and is free from conditions revocation, withdrawal, suspension, cancellation, termination or requirements the compliance with which could reasonably be expected to have either a Material Adverse Effect or a material adverse effect on the ability of any Material Project Participant to timely perform any of its material obligations under any of the Material Project Documents to which it is a partymodification. No To Seller’s Knowledge, no event has occurred or circumstance exists that could reasonably be expected (with or without notice or lapse of time, or both) (i) constitutes or results in a violation of or a failure to comply with any term or requirement of any Required Permit or (Aii) result results directly or indirectly in the reversal, rescission, revocation, withdrawal, suspension, cancellation or termination of, or adverse any modification of to any such Material Permit held by the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other Material Project Participant or (B) adversely affect any rights of the Project Owner, the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other Material Project Participant under any such Material Required Permit. (c) The Borrower has no reason to believe that any Material Permits which are not required to have been obtained as None of the date Target Group Companies has received any written notice or other communication in writing from any Governmental Authority or any other Person regarding (i) any actual or alleged violation of this Credit Agreement, but which will be required in the future (including those set forth in Part B of Schedule 5.6), will not be granted in due course prior or failure to the time needed free from conditions comply with any term or requirements which the Borrower does not reasonably expect the relevant Person to be able to satisfy or compliance with which could reasonably be expected to have either a Material Adverse Effect or a material adverse effect on the ability requirement of any Material Project Participant Required Permit which has not been cured or otherwise resolved, or (ii) any actual or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to timely perform any of its material obligations under any of the Material Project Documents to which it is a partyRequired Permit. (d) The information set forth in each application submitted by or To Seller’s Knowledge, all applications required to have been filed for the renewal of all Required Permits have been duly filed on behalf of a timely basis with the Project Ownerappropriate Governmental Authority, and all other filings required to have been made with respect to all Required Permits have been duly made on a timely basis with the Procurement Sub (prior to the Merger) or the Affiliated Project Parties or, to the knowledge of the Borrower, each other relevant Person in connection with each Material Permit held by such Person appropriate Governmental Authority and in all correspondence sent by or on behalf of any such Person in respect of each no such application is accurate and complete in all material respectsor other filing contained misrepresentation or omission of facts. (e) The Project, if imported, installed, constructed, owned and operated in accordance with the Plans and Specifications and the Transaction Documents, will conform to and comply in all material respects with all covenants, conditions, restrictions and requirements in all Material Permits, in the Transaction Documents applicable thereto and under all zoning, environmental, land use and other Laws applicable thereto.