Common use of Possession of Licenses and Permits Clause in Contracts

Possession of Licenses and Permits. The Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. The Company and the Subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure to so to possess would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries Partnership Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themtheir business, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and ; the Subsidiaries Partnership Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither ; and the Company nor any of the Subsidiaries has Partnership Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the its Subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure to so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure to so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectedexpected to, singly or in the aggregate, to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectedexpected to, singly or in the aggregate, to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectedexpected to, singly or in the aggregate, to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse Effect. The Company and the its Subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse Effect. Neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, have or reasonably be expected to result in have a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, have or reasonably be expected to result in have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, have or reasonably be expected to result in have a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have or reasonably be expected to result in have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure to so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure to so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess Trust possesses such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to operate its properties and to conduct the business now operated by themas contemplated in the Prospectus, except where the failure so to possess absence of such possession would not reasonably be expected, singly or in the aggregate, expected to result in a Material Adverse Effect. The Company and ; the Subsidiaries are Trust is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected, singly or in the aggregate, expected to result in have a Material Adverse Effect. Neither ; and the Company nor any of the Subsidiaries Trust has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries each subsidiary possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business their respective businesses now operated by each of them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. The Company and the Subsidiaries each subsidiary are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries has subsidiary have received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries Senseonics possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business their respective businesses now operated by each of them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. The Company and the Subsidiaries Senseonics are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries has Senseonics have received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries are is in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse Effect. Neither the The Company nor any of the Subsidiaries has not received any written notice of either proceedings or facts that would reasonably be expected to result in proceedings that remain outstanding or unresolved, relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses License which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) ), issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the its Subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse Effect. Neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess possesses such permitscertificates, approvals, clearances, registrations, franchises, exemptions, licenses, approvals, consents permits and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themit, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries are is in compliance with the terms and conditions of all Governmental Licenses, except where the failure to so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the The Company nor any of the Subsidiaries has not received any notice of proceedings relating to the revocation or modification of any Governmental Licenses whichthat, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themit, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the The Company nor any of the Subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the its Subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the its Subsidiaries has have received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the such failure to so to possess would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses Licenses, which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and each of its Subsidiaries (A) possesses the Subsidiaries possess such licenses, permits, licensescertificates, approvalsauthorizations, consents and other authorizations approvals (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities Authorities necessary to conduct its business as currently conducted as described in the business now operated by themSEC Documents, except where and (B) has obtained all necessary Governmental Licenses from other persons necessary to conduct its business, except, in each case of clauses (A) and (B), (i) as described in the SEC Documents or (ii) to the extent that any failure so to possess any Governmental Licenses, provide any notice, make any filing, or obtain any Governmental Licenses would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. The ; none of the Company and the Subsidiaries are subsidiaries is in compliance with the terms and conditions of all violation of, or in default under, any Governmental LicensesLicense, as except where the failure so to comply as would not reasonably be expected, singly or in the aggregate, expected to result in have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Neither the Company nor any of the Subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries Delek Parties possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities under applicable law necessary to conduct the business now operated by themof the Delek Parties, except where the failure so to possess would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. The Company and the Subsidiaries Delek Parties are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. Neither the Company nor any None of the Subsidiaries Delek Parties has received any notice of proceedings relating to the revocation or modification of of, or non-compliance with, any Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse EffectChange.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectedexpected to, singly or in the aggregate, to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses necessary in the operation of its businesses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Except as disclosed in the Prospectus, each of the Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected, singly Company or in the aggregate, to result in a Material Adverse Effect. The Subsidiaries; the Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure failures so to comply would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Neither ; and neither the Company nor any of the Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess such Governmental Licenses would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiary possess such permits, licenses, clearances, approvals, registrations, exemptions, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiary are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiary has received any written notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess possesses such permitscertificates, approvals, clearances, registrations, franchises, exemptions, licenses, approvals, consents permits and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themit, except where the failure to so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries are is in compliance with the terms and conditions of all Governmental Licenses, except where the failure to so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the The Company nor any of the Subsidiaries has not received any notice of proceedings relating to the revocation or modification of any Governmental Licenses whichthat, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries Targa Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themtheir respective businesses, except where the failure so to possess would not reasonably be expectedexpected to result, singly or in the aggregate, to result in a Material Adverse Effect. The Company and ; the Subsidiaries Targa Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectedexpected to result, singly or in the aggregate, to result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectedexpected to result, singly or in the aggregate, to result in a Material Adverse Effect. Neither ; and, except as described in the Company nor any of Prospectus, the Subsidiaries has Targa Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses held by the Company and its subsidiaries are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries each Subsidiary are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor or any of the Subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Significant Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse Effect. Neither the Company nor any of the its Significant Subsidiaries has received any written notice of proceedings relating to the revocation or modification of or non-compliance with any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to to, singly or in the aggregate, result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse EffectChange. Neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse EffectChange.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the its Subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has failed to file with applicable regulatory authorities any statement, report, information or form required by any applicable law, regulation or order, except where the failure to be in compliance would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to any such filings or submissions.

Possession of Licenses and Permits. The Company and the Subsidiaries Spectra Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themassociated with the Assets, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and ; the Subsidiaries Spectra Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither ; and the Company nor any of the Subsidiaries has Spectra Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations issued by the appropriate Governmental Entities (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries each of its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries each of its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectedexpected to, singly or in the aggregate, to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectedexpected to, singly or in the aggregate, to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectedexpected to, singly or in the aggregate, to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themtheir business, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and ; the Subsidiaries Spectra Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither ; and the Company nor any of the Subsidiaries has Spectra Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse Effect. The Company and the its Subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. The Company and the its Subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse Effect. Neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure to so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries Partnership Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themtheir respective businesses, except where the failure so to possess would not reasonably be expectedexpected to result, singly or in the aggregate, to result in a Material Adverse Effect. The Company and ; the Subsidiaries Partnership Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectedexpected to result, singly or in the aggregate, to result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectedexpected to result, singly or in the aggregate, to result in a Material Adverse Effect. Neither ; and the Company nor any of the Subsidiaries has Partnership Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themof the Company as described in the Prospectus, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse Effect. The ; the Company and the Subsidiaries are is in compliance with the terms and conditions requirements of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither ; and the Company nor any of the Subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its ---------------------------------- Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would non-possession of such Governmental Licenses could not reasonably be expected, singly or in the aggregate, expected to result in a Material Adverse Effect. The Company and the its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectedcould not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would could not reasonably be expected, singly or in the aggregate, expected to result in a Material Adverse Effect. Neither the Company nor any of the its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, finding would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectedcould not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the its Subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectedcould not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectedcould not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses whichthat, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would could reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of proceedings relating to the revocation revocation, suspension or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries Partnership Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themtheir business, except where the failure to so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and ; the Subsidiaries Partnership Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither ; and the Company nor any of the Subsidiaries has Partnership Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the its Subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries Subsidiary has received any notice of proceedings relating to the revocation revocation, suspension, or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect. The Company does not have any reason to believe that any such Governmental License will not be renewed in the ordinary course of business.

Possession of Licenses and Permits. The Company and the Subsidiaries possess possesses such permits, licenses, approvals, consents consents, clearances, registrations, exemptions, certificates, certifications and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries are is in compliance with the terms and conditions of all Governmental Licenses, except where the failure to so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the The Company nor any of the Subsidiaries has not received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectedexpected to, singly or in the aggregate, to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company Except as described in the Registration Statement, the General Disclosure Package and the Subsidiaries possess Prospectus, the Company possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by themit, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries are is in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the The Company nor any of the Subsidiaries has not received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure to so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure to so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any written or actual notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations as are necessary and required by Governmental Entities to conduct their business as now operated by them (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them), except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries Subsidiary possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries Subsidiary are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries Partnership Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities Federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themtheir respective businesses, except where the failure so to possess would not reasonably be expectedexpected to result, singly or in the aggregate, to result in a Material Adverse Effect. The Company and ; the Subsidiaries Partnership Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectedexpected to result, singly or in the aggregate, to result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectedexpected to result, singly or in the aggregate, to result in a Material Adverse Effect. Neither ; and the Company nor any of the Subsidiaries has Partnership Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now to be operated by themthem upon consummation of the issuance of the Securities hereunder and the consummation of the other transactions contemplated by this Agreement, except where the failure to so to possess any of the foregoing would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. The Effect or would not have a material adverse effect on the transactions contemplated by this Agreement; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither ; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries each Subsidiary are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries Subsidiary has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents consents, franchises, clearances and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectedexpected to, singly or in the aggregate, to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectedexpected to, singly or in the aggregate, to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectedexpected to, singly or in the aggregate, to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess possesses such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries are is in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, to result in a Material Adverse Effect. Neither the The Company nor any of the Subsidiaries has not received any written notice of either proceedings or facts that would reasonably be expected to result in proceedings that remain outstanding or unresolved, relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The With the exception of environmental matters, which are governed exclusively by Section 1(a)(xxi) of this Agreement, the Company and the Subsidiaries Bank possess such permits, licenses, approvals, consents and other authorizations (collectively, “"Governmental Licenses”") issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where ; the failure so to possess would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. The Company and the Subsidiaries Bank are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectedcould not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectedcould not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither ; and neither the Company nor any of the Subsidiaries Bank has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would could, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. The Company and the Subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. 125213972v2 All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or findingfinding in such a proceeding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expectednot, singly or in the aggregate, have or reasonably be expected to result in have a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly or in the aggregate, have or reasonably be expected to result in have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly or in the aggregate, have or reasonably be expected to result in have a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have or reasonably be expected to result in have a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now to be operated by themthem upon consummation of the issuance of the Securities hereunder and the consummation of the other transactions contemplated by this Agreement, except where the failure to so to possess any of the foregoing would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. The Effect or would not have a material adverse effect on the transactions contemplated by this Agreement; the Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All ; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectednot, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither ; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Company and the Subsidiaries its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess such Governmental Licenses would not reasonably be expectedexpected to, singly individually or in the aggregate, to result in a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not reasonably be expectedexpected to, singly individually or in the aggregate, to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expectedexpected to, singly individually or in the aggregate, to result in a Material Adverse Effect. Neither None the Company nor any of the Subsidiaries has or its subsidiaries have received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, which if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to to, individually or in the aggregate, result in a Material Adverse Effect.