Common use of Compliance with Law; Government Approvals Clause in Contracts

Compliance with Law; Government Approvals. Sellers have received no notice from any Governmental Authority of any violation of any zoning, building, fire, water, use, health, or other law, ordinance, code, regulation, license, permit or authorization issued in respect of any of the Leased Real Property that has not been heretofore corrected, and no such violation or violations now exist that would materially interfere with or impair the use, occupancy or operation of the Leased Real Property as it is currently used, occupied or operated. The Leased Improvements located on or constituting a part of the Leased Real Property and the construction, installation, use and operation thereof (including, without limitation, the construction, installation, use and operation of any signs located thereon) are in compliance with all applicable municipal, state, federal or other governmental laws, ordinances, codes, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning, building, fire, water, use or health laws, ordinances, codes, regulations, licenses, permits and authorizations, and there are presently in effect all Governmental Approvals except such non-compliance as will not materially interfere with or impair the use, occupancy or operation of the Leased Real Property as it is currently used, occupied or operated. All Governmental Approvals required by law, ordinance, code, regulation or otherwise to be held by the tenant of any of the Leased Real Property shall be transferred to Buyer at Closing, if and to the extent transferrable. Except as set forth in SCHEDULE 2.1(B), the assignment of the Leased Real Property to Buyer includes all rights to the use of any off-site facilities necessary to ensure compliance in all material respects with all such laws, ordinances, codes and regulations. There is legally enforceable pedestrian and vehicular access to the Leased Real Property.

Compliance with Law; Government Approvals. Sellers have Neither Seller nor any Parent has received no notice from any Governmental Authority municipal, state, federal or other governmental authority of any violation of any zoning, building, fire, water, use, health, health or other law, ordinance, code, regulation, license, permit or authorization issued in respect of any of the Leased Real Property that has not been heretofore corrected, and to the best knowledge of Seller and Parents, no such violation or violations now exist that which would materially interfere with or impair have a material adverse effect on the use, occupancy or operation conduct of the Leased Real Property MacGregor Dental Centers business taken as it is currently used, occupied or operateda whole. The Leased Improvements located on or constituting a part of the Leased Real Property and the construction, installation, use and operation thereof (including, without limitation, the construction, installation, use and operation of any signs located thereon) were completed and installed and to the best knowledge of Seller and Parents are now in compliance compliance, in each case in all material respects, with all applicable municipal, state, federal or other governmental laws, ordinances, codes, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning, building, fire, water, use or health laws, ordinances, codes, regulations, licenses, permits and authorizationsauthorizations except as set forth in Section 2.5(b)(iii) of the Disclosure Schedule, and there are presently in effect all Governmental Approvals except such non-compliance as will not materially interfere with certificates of occupancy, licenses, permits and authorizations required by law, ordinance, code or impair the use, occupancy regulation or operation by any governmental or private authority having jurisdiction over any of the Leased Real Property or any portion thereof, or the occupancy thereof or any present use thereof (collectively, "Governmental Approvals"), which are necessary or otherwise material to the conduct of the MacGregor Dental Centers business, except as it is currently used, occupied or operatedset forth in Section 2.5(b)(iii) of the Disclosure Schedule. All Governmental Approvals currently in effect and required by law, ordinance, code, regulation or otherwise to be held by the tenant owner of any of the Leased Real Property shall be transferred to Buyer and its assignees at Closing, if and to the extent transferrable. Except except as set forth in SCHEDULE 2.1(B)Section 2.5(b)(iii) of the Disclosure Schedule with respect to negation of waivers or grandfathering of particular matters as described therein. To the best knowledge of Seller and Parents, the assignment of the Leased Real Property to Buyer includes all rights to has at least the use of any off-site facilities necessary to ensure compliance in all material respects with all such laws, ordinances, codes and regulations. There is legally enforceable pedestrian and vehicular minimum access to the Leased Real Propertyrequired by applicable subdivision or similar law.

Compliance with Law; Government Approvals. Sellers have received no notice from any Governmental Authority of any violation of any zoning, building, fire, water, use, health, or other law, ordinance, code, regulation, license, permit or authorization issued in respect of any of the Leased Owned Real Property that has not been heretofore corrected, and no such violation or violations now exist that which would materially interfere with or impair the use, occupancy or operation of the Leased Owned Real Property as it is currently used, occupied or operated. The Leased Improvements located on or constituting a part of the Leased Owned Real Property and the construction, installation, use and operation thereof (including, without limitation, the construction, installation, use and operation of any signs located thereon) are in compliance with all applicable municipal, state, federal or other governmental laws, ordinances, codes, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning, building, fire, water, use or health laws, ordinances, codes, regulations, licenses, permits and authorizations, and there are presently in effect all certificates of occupancy, licenses, permits and authorizations required by law, ordinance, code or regulation or by any governmental or private authority having jurisdiction over the ownership or operation of the Sellers' business or any of the Assets, including the Station and the Owned Real Property or any portion thereof, or the occupancy thereof or any present use thereof, exclusive of the FCC Consents (hereafter, collectively, "Governmental Approvals Approvals") except such non-compliance as will not materially interfere with or impair the use, occupancy or operation of the Leased Owned Real Property as it is currently used, occupied or operated. All Governmental Approvals required by law, ordinance, code, regulation or otherwise to be held by the tenant owner of any of the Leased Owned Real Property shall be transferred to Buyer at Closing, if and to the extent transferrable. Except as set forth in SCHEDULE 2.1(B), the assignment conveyance of the Leased Owned Real Property to Buyer includes all rights to the use of any off-site facilities necessary to ensure compliance in all material respects with all such laws, ordinances, codes and regulations. There is legally enforceable pedestrian and vehicular access to the Leased Owned Real Property.

Compliance with Law; Government Approvals. Sellers have has received no notice from any Governmental Authority of any violation of any zoning, building, fire, water, use, health, or other law, ordinance, code, regulation, license, permit or authorization issued in respect of any of the Leased Real Property that has not been heretofore corrected, and know of no such violation or violations that now exist that would materially interfere with detract from the marketability or impair the use, occupancy or operation value of the Leased Real Property as it is currently usedor impair the operations of the lessee thereof in any material respect. To the best of Sellers' knowledge, occupied or operated. The Leased Improvements improvements located on or constituting a part of the Leased Real Property and the construction, installation, use and operation thereof (including, without limitation, the construction, installation, use and operation of any signs located thereon) are in compliance with all applicable municipal, state, federal or other governmental laws, ordinances, codes, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning, building, fire, water, use or health laws, ordinances, codes, regulations, licenses, permits and authorizations, and there are presently in effect all certificates of occupancy, licenses, permits and authorizations required by law, ordinance, code or regulation or by any governmental or private authority having jurisdiction over the ownership or operation of the Sellers' businesses or any of the Assets, including the Station and the Leased Real Property or any portion thereof, or the occupancy thereof or any present use thereof, exclusive of the FCC Consents (collectively, "Governmental Approvals Approvals"), except such non-compliance as will not materially interfere with detract from the marketability or impair the use, occupancy or operation value of the Leased Real Property as it is currently used, occupied or operatedand do not impair the operations of the lessee thereof in any respect. All Governmental Approvals required by law, ordinance, code, regulation or otherwise to be held by the tenant of any of the Leased Real Property shall be transferred to Buyer at Closing, if and to the extent transferrable. Except as set forth in SCHEDULE 2.1(B), the assignment of the Leased Real Property to Buyer includes all rights to the use of any off-site facilities necessary to ensure compliance in all material respects with all such laws, ordinances, codes and regulations. There is legally enforceable pedestrian and vehicular access to the Leased Real Property.