Common use of PERMITS AND INTANGIBLES Clause in Contracts

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Company holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material an Adverse Effect. The COMPANY Effect on its business, and Company has delivered to URSI Parent an accurate list and summary description (which is set forth on Schedule 5.126.10) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by Company (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 6.11). To the knowledge of the COMPANYCompany, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 Schedules 6.10 and 6.11 are validvalid in all respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 6.10 and 6.11 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material an Adverse EffectEffect on Company. Except as specifically provided in Schedule 5.126.10, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to Company (and to the COMPANY (including Surviving Corporation after the COMPANY's SubsidiariesEffective Time of the Merger) by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds its employees hold all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on the Company's business and the COMPANY has delivered to CSI an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, copyrights owned or held by the absence of COMPANY or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the COMPANY. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each its employees (for the benefit of the COMPANY's Subsidiaries holds ) hold all licenses, registrations, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on the COMPANY. The COMPANY and its employees (for the benefit of the COMPANY) are licensed or registered as professional employer organizations and/or as control persons thereof, as appropriate, in each jurisdiction in which their activities require such licensing or registration, except where failure to be so licensed or registered could not have a Material Adverse Effect on the COMPANY. The COMPANY has delivered to PARENT an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, registrations, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, registrations, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, copyrights owned or held by the absence of COMPANY or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersregistrations, approvalsfranchises, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the COMPANY. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, registrations, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds its employees hold all licenses, franchises, permits and other authorizations (governmental or otherwise) the absence of any of which could have a Material Adverse Effect on COMPANY's business, including, without limitation, all licenses, franchises, rights and authorizations from Brunswick Corporation and Ray Industries, Inc., necessary or beneficial for the business of COMPANY. COMPANY has delivered to MARINEMAX an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of copyrights owned or held by COMPANY or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the best knowledge and belief of the COMPANYCOMPANY and STOCKHOLDERS after due inquiry, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any entity, governmental authority or otherwise, intends to cancel, limit, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on COMPANY. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, ----------------------- permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which which, either singly or in the aggregate, would have a Material Adverse Effect. The COMPANY has delivered to URSI Schedule 5.12 is an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that that, with respect to copyrights, Schedule 5.12 may include only those copyrights need not be listed unless which are registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where all such non-compliance or violation compliances and violations in the aggregate would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations, either singly or in the aggregate.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Unidyne holds all licenses, franchises, ----------------------- permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarkstrademarks (or applications therefor), trade namesnames (or applications therefor), patentspatents (or applications therefor), patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI Schedule 3.4 contains an accurate list and summary description (Schedule 5.12) of all such copyrights, trademarks (or applications therefor), trade names (or applications therefor), patents (or applications therefor), licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of the COMPANYUnidyne, the copyrights, trademarks (or applications therefor), trade names (or applications therefor), patents (or applications therefor), licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 3.4 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries Unidyne has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorizationitem. The COMPANY (including the COMPANY's Subsidiaries) Unidyne has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the The transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Company holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material Adverse Effect. The COMPANY Effect on its business, and Company has delivered to URSI Purchaser an accurate list and summary description (which is set forth on Schedule 5.124.11) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by Company (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 4.12). To the knowledge of the COMPANYCompany, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 Schedules 4.11 and 4.12 are validvalid in all material respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 4.11 and 4.12 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on Company. Except as specifically provided in Schedule 5.124.11, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) Company by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization.

PERMITS AND INTANGIBLES. (a) The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, permits and other governmental authorizations including permitsthat are necessary for the operation of the business of the COMPANY as now conducted, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI VPI an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided including permits, titles, licenses, franchises and certificates held by the COMPANY (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANY, the The licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing foregoing, except where for inadvertent, immaterial noncompliance with such non-compliance or violation would not have requirements, standards, criteria and conditions (provided that any such noncompliance shall be deemed a Material Adverse Effectbreach of this Section 5.12 for purposes of Section 11 hereof). Except as specifically provided in on Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, ----------------------- permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which which, either singly or in the aggregate, would have a Material Adverse Effect. The COMPANY has delivered to URSI Schedule 5.12 is an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that that, with respect to copyrights, Schedule 5.12 may include only those copyrights need not be listed unless which are registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where all such non-compliance or violation compliances and violations in the aggregate would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations., either singly or in the aggregate. 5.13

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Company holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material Adverse Effect. The COMPANY Effect on its business, and Company has delivered to URSI Parent an accurate list and summary description (which is set forth on Schedule 5.126.12) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by Company (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 6.13). To the knowledge of the COMPANYCompany, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 Schedules 6.12 and 6.13 are validvalid in all material respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 6.12 and 6.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on Company. Except as specifically provided in Schedule 5.126.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) Company by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds (i) ASH and/or its employees hold all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on ASH's business and Schedule 5.12 to the ASH Disclosure Letter includes an accurate list and summary description of all such licenses, franchises, permits and other governmental authorizations, including permitspermits (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13 to the ASH Disclosure Letter), titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, franchises and certificates, as well as (a) registered or unregistered trademarks, trade names, patents, patent applications and copyrightsinventions and discoveries that may be patentable, the absence of (b) copyrights owned or held by ASH or any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list its employees (including interests in software or other technology systems, programs and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registeredintellectual property). To the knowledge Knowledge of ASH and the COMPANYShareholders, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 to the ASH Disclosure Letter are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries ASH has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) ASH has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 of the ASH Disclosure letter and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on ASH. Except as specifically provided in Schedule 5.125.12 to the ASH Disclosure Letter, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) ASH by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds its employees hold all licenses, franchises, permits and other authorizations (governmental or otherwise) the absence of any of which could have a Material Adverse Effect on COMPANY's business, including, without limitation, all licenses, franchises, rights and authorizations from Brunswick Corporation and Ray Industries, Inc., necessary or beneficial for the business of COMPANY. COMPANY has delivered to MARINEMAX an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of copyrights owned or held by COMPANY or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the best knowledge and belief of the COMPANYCOMPANY and STOCKHOLDER after due inquiry, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any entity, governmental authority or otherwise, intends to cancel, limit, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on COMPANY. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Company holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material Adverse Effect. The COMPANY Effect on its business, and Company has delivered to URSI Parent an accurate list and summary description (which is set forth on Schedule 5.126.12) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by Company (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 6.13). To the knowledge of the COMPANYCompany, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 Schedules 6.12 and 6.13 are validvalid in all material respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 6.12 and 6.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on Company. Except as specifically provided in Schedule 5.126.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) Company by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization, including those listed on Schedule 6.13.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, ----------------------- permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which which, either singly or in the aggregate, would have a Material Adverse Effect. The COMPANY has delivered to URSI Schedule 5.12 is an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that that, with respect to copyrights, Schedule 5.12 may include only those copyrights need not be listed unless which are registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing such permits, licenses, orders, approvals, variances, rules and regulations except where all such non-compliance or violation non- compliances and violations in the aggregate would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation ofof (except to the extent such would not have a Material Adverse Effect, either individually or in the aggregate), or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations, either singly or in the aggregate.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds its employees hold all licenses, franchises, permits and other authorizations (governmental or otherwise) the absence of any of which could have a Material Adverse Effect on COMPANY's business, including, without limitation, all licenses, franchises, rights and authorizations from Brunswick Corporation and Ray Industries, Inc., necessary or beneficial for the business of COMPANY. COMPANY has delivered to MARINEMAX an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of copyrights owned or held by COMPANY or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effectlist of all environmental permits and other environmental approvals is set forth on Schedule 5.13). The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any entity, governmental authority or otherwise, intends to cancel, limit, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on COMPANY. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each its employees (for the benefit of the COMPANY's Subsidiaries holds ) hold all licenses, registrations, franchises, permits and other governmental -13- authorizations the absence of any of which could have a Material Adverse Effect on the COMPANY. The COMPANY and its employees (for the benefit of the COMPANY) are licensed or registered as professional employer organizations and/or as control persons thereof, as appropriate, in each jurisdiction in which their activities require such licensing or registration, except where failure to be so licensed or registered could not have a Material Adverse Effect on the COMPANY. The COMPANY has delivered to PARENT an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, registrations, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, registrations, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, copyrights owned or held by the absence of COMPANY or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersregistrations, approvalsfranchises, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the COMPANY. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, registrations, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Company holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material Adverse Effect. The COMPANY Effect on its business, and the Company has delivered to URSI Parent an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the Company (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). To the knowledge Knowledge of the COMPANYCompany, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are validvalid in all material respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the Company. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) Company by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's ----------------------- Subsidiaries holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which which, either singly or in the aggregate, would have a Material Adverse Effect. The COMPANY has delivered to URSI Schedule 5.12 is an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizationsauthorizations held by COMPANY, provided that that, with respect to copyrights, Schedule 5.12 may include only those copyrights need not be listed unless which are registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where all such non-compliance or violation compliances and violations in the aggregate would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations, either singly or in the aggregate.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Company holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material Adverse Effect. The COMPANY Effect on its business, and Company has delivered to URSI Parent an accurate list and summary description (which is set forth on Schedule 5.126.10) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by Company (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 6.11). To the knowledge of the COMPANYCompany, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 Schedules 6.10 and 6.11 are validvalid in all respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 6.10 and 6.11 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on Company. Except as specifically provided in Schedule 5.126.10, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to Company (and to the COMPANY (including Surviving Corporation after the COMPANY's SubsidiariesEffective Time of the Merger) by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries (a) Winco holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on Winco's business and Schedule 4.8 to Winco Disclosure Letter will include an accurate list and summary description of all such licenses, franchises, permits and other governmental authorizations, including permitspermits (it being understood and agreed that a list of all environmental permits and other environmental approvals will be set forth on Schedule 4.9 to Winco Disclosure Letter), titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, franchises and certificates, as well as (a) registered or unregistered trademarks, trade names, patents, patent applications and copyrightsinventions and discoveries that may be patentable, the absence of (b) copyrights owned or held by Winco or any of which would have a Material Adverse Effectits employees (including interests in software or other technology systems, programs and intellectual property). The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations will be listed on Schedule 5.12 Schedules 4.8 and 4.9 to Winco Disclosure Letter and are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries Winco has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Winco has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations which will be listed on Schedules 4.8 and 4.9 of Winco Disclosure letter and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on Winco. Except as will be specifically provided in Schedule 5.124.8 to Winco Disclosure Letter, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) Winco by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Seller holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material Adverse Effect. The COMPANY Effect on its business, and Seller has delivered to URSI Purchaser an accurate list and summary description (which is set forth on Schedule 5.124.11) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by Seller (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 4.12). To the knowledge of the COMPANYSeller, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 Schedules 4.11 and 4.12 are validvalid in all material respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Seller has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Seller has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 4.11 and 4.12 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on Seller. Except as specifically provided in Schedule 5.124.11, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) Seller by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds (i) BPI and/or its employees hold all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on BPI's business and Schedule 5.12 to the BPI Disclosure Letter includes an accurate list and summary description of all such licenses, franchises, permits and other governmental authorizations, including permitspermits (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13 to the BPI Disclosure Letter), titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, franchises and certificates, as well as (a) registered or unregistered trademarks, trade names, patents, patent applications and copyrightsinventions and discoveries that may be patentable, the absence of (b) copyrights owned or held by BPI or any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list its employees (including interests in software or other technology systems, programs and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registeredintellectual property). To the knowledge Knowledge of BPI and the COMPANYShareholder, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 to the BPI Disclosure Letter are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries BPI has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) BPI has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 of the BPI Disclosure letter and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on BPI. Except as specifically provided in Schedule 5.125.12 to the BPI Disclosure Letter, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) BPI by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY COMPANIES and each their employees (for the benefit of the a COMPANY's Subsidiaries holds ) hold all licenses, registrations, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on the COMPANIES. Each COMPANY and its employees (for the benefit of a COMPANY) are licensed or registered as professional employer organizations and/or as control persons thereof, as appropriate, in each jurisdiction in which their activities require such licensing or registration, except where failure to be so licensed or registered could not have a Material Adverse Effect on the COMPANIES. The COMPANIES have delivered to PARENT an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, registrations, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, registrations, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, copyrights owned or held by the absence of COMPANIES or any of which would have their employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANYCOMPANIES, the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the no COMPANY nor any of the COMPANY's Subsidiaries has received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has COMPANIES have conducted and is are conducting its their business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersregistrations, approvalsfranchises, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and is 5.13 and are not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the COMPANIES. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) COMPANIES by, any such licenses, registrations, franchises, permits or government authorizations.