Common use of Licenses Clause in Contracts

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company to engage in its business as currently conducted and to permit such Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No Acquiror Company has received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company to engage in its business as currently conducted and to permit such Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company has received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each The Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "“Acquiror Permits"”). No The Acquiror Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the The Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no No event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No The Acquiror Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Acquiror Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company FDH possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “Permits"”). No Acquiror Company Except as would not have a Material Adverse Effect, FDH has not received any written notice from any Governmental Authority Body or other Person that there FDH is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company FDH to engage in its business as currently conducted and to permit such Acquiror Company FDH to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Neither FDH nor the Shareholders has received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror The Acquiree Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror the Acquiree Company to engage in its business as currently conducted and to permit such Acquiror the Acquiree Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “Acquiree Company Permits"”). No Acquiror The Acquiree Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror the Acquiree Company to engage in its business as currently conducted and to permit such Acquiror the Acquiree Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror The Acquiree Company Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no No event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Acquiree Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Acquiree Company Permit. No Acquiror The Acquiree Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Acquiree Company Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Acquiree Company Permit. All applications required to have been filed for the renewal of such Acquiree Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Acquiree Company Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Acquiree Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each the Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Company Permits"). No The Acquiror Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Company Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Company Permit. No The Acquiror Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Company Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Company Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Company Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each the Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "“Acquiror Company Permits"”). No The Acquiror Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Company Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Company Permit. No The Acquiror Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Company Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Company Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Company Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each the Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "“Acquiror Company Permits"”). No The Acquiror Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Company Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Company Permit. No The Acquiror Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Company Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Company Permit. All applications required to have been filed for the renewal of such Acquiror Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Company Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company of the Subsidiaries possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company each of the Subsidiaries to engage in its business as currently conducted or as proposed to be conducted and to permit such Acquiror Company each of the Subsidiaries to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Subsidiary Permits"). No Acquiror Company None of the Subsidiaries has received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company each of the Subsidiaries to engage in its business as currently conducted and to permit such Acquiror Company the Subsidiaries to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Subsidiary Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Subsidiary Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Subsidiary Permit. No Acquiror Company None of the Subsidiaries has received notice from any Governmental Authority or any other Person regarding: (ax) any actual, alleged, possible or potential contravention of any Acquiror Subsidiary Permit; or (by) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Subsidiary Permit. All applications required to have been filed for the renewal of such Company Subsidiary Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Subsidiary Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Subsidiary Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror the Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror the Company to engage in its business as currently conducted and to permit such Acquiror the Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No Acquiror The Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror the Company to engage in its business as currently conducted and to permit such Acquiror the Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror The Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. There is set forth in the Disclosure Schedule a description of all FCC Licenses which, as of the Closing, will be held by the Seller or any of its Subsidiaries and indicating which such Person holds each such FCC License. Except as to the extent it would not have a Material Adverse Effect: (i) all of such FCC Licenses are in full force and effect and have been duly issued in the name of, each Acquiror Company possesses from or validly assigned to, the appropriate Seller or one of its Subsidiaries and no default or breach exists thereunder; (ii) no event has occurred with respect to the FCC Licenses that permits, or after giving notice, lapse of time or both would permit, revocation or termination of such FCC Licenses or would result in any material impairment of the rights of the holder thereof; and (iii) all such FCC Licenses are in effect for the usual FCC License terms and are unimpaired by any condition or other restriction imposed by the FCC or other Governmental Authority all licenses, permits, authorizations, approvals, franchises (other than restrictions and rights that are necessary for such Acquiror Company conditions generally applicable to engage in its business as currently conducted and to permit such Acquiror Company to own and use its properties and assets in licenses of the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"same or similar type or class). No Acquiror Company has received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Except to engage in its business as currently conducted and to permit such Acquiror Company to own and use its properties and assets in the manner in which extent it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, : (i) all applications necessary for renewal or extension of the Acquiror Permits are valid and FCC Licenses have been timely filed in full force and effect. Except as would accordance with the requirements of the FCC or other Governmental Authority issuing such FCC Licenses; (ii) the Seller has not have a Material Adverse Effect, no event has occurred or circumstance exists been informed that may (with or without notice or lapse any of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, the FCC Licenses will not be renewed in the revocationordinary course; and (iii) no allegations, withdrawalcomplaints, suspensioncharges, cancellation investigations, renewal or termination ofrevocation hearings, or other proceedings have been threatened or initiated in any modification toforum, any Acquiror Permit. No Acquiror Company nor has received notice from any Governmental Authority or any other Person regarding: (aincluding, but not limited to, the FCC) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocationannounced, withdrawal, suspension, cancellation, termination ofused, or modification toadopted any amendment, modification, or change to any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Personslaw or regulation, and all other filings required to have been made with respect to or impacting upon such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paidFCC Licenses.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company the Underlying Asset possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, the Underlying Asset has not received any notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary or desirable for such Acquiror Company the Underlying Asset to engage in its business as currently conducted and to permit such Acquiror Company the Underlying Asset to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company The Seller or the Underlying Asset has not received any notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Acquired Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Acquired Company to engage in its business as currently conducted and to permit such Acquiror Acquired Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Company Permits"). No Acquiror Acquired Company has received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Acquired Company to engage in its business as currently conducted and to permit such Acquiror Acquired Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Company Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or or, circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Company Permit. No Acquiror Acquired Company has received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Company Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Company Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Company Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which havewhich, to the extent due, have been duly paid.. In particular,

Licenses. Except as would not have a Material Adverse Effect, each Acquiror the Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror the Company to engage in its business as currently conducted and to permit such Acquiror the Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “Permits"”). No Acquiror The Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror the Company to engage in its business as currently conducted and to permit such Acquiror the Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror The Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Infinity Resources possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, Infinity Resources has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Infinity Resources to engage in its business as currently conducted and to permit such Acquiror Company Infinity Resources to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Infinity Resources has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each the Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Company Permits"). No The Acquiror Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Company Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Company Permit. No The Acquiror Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Company Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Company Permit. All applications required to have been filed for the renewal of such Acquiror Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Company Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each The Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No The Acquiror Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the The Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no No event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No The Acquiror Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Acquiror Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company possesses the DED Companies possess from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company any of the DED Companies to engage in its their business as currently conducted and to permit such Acquiror Company any of the DED Companies to own and use its their properties and assets in the manner in which it they currently owns own and uses use such properties and assets (collectively, "Acquiror the “DED Companies Permits"”). No Acquiror Company has The DED Companies have not received notice from any Governmental Authority or other Person that there is are lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company the DED Companies to engage in its their business as currently conducted and to permit such Acquiror Company the DED Companies to own and use its their properties and assets in the manner in which it they currently owns own and uses use such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror DED Companies Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror DED Companies Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror DED Companies Permit. No Acquiror Company has The DED Companies have not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror DED Companies Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror DED Companies Permit. All applications required to have been filed for the renewal of such Company DED Companies Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror DED Companies Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror DED Companies Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company YCNG possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company YCNG to engage in its business as currently conducted and to permit such Acquiror Company YCNG to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror YCNG Permits"). No Acquiror Company YCNG has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company YCNG to engage in its business as currently conducted and to permit such Acquiror Company YCNG to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror YCNG Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror YCNG Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror YCNG Permit. No Acquiror Company The YCNG has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror YCNG Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror YCNG Permit. All applications required to have been filed for the renewal of such Company YCNG Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror YCNG Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror YCNG Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each the Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "“Acquiror Company Permits"”). No The Acquiror Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company to engage in its business as currently conducted and to permit such Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Company Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Company Permit. No The Acquiror Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Company Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Company Permit. All applications required to have been filed for the renewal of such Acquiror Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Company Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Freedom possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company Freedom to engage in its business as currently conducted and to permit such Acquiror Company Freedom to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "“Acquiror Company Permits"”). No Acquiror Company Freedom has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Freedom to engage in its business as currently conducted and to permit such Acquiror Company Freedom to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the The Acquiror Company Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no No event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Company Permit. No Acquiror Company Freedom has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Company Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Company Permit. All applications required to have been filed for the renewal of such Acquiror Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Company Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid. Notwithstanding anything contained herein to the contrary, it is understood that as a result of this Agreement and the transactions contemplated hereby, Freedom is changing its business and does not currently maintain any permits related to such new business and operations; Freedom is relying on the permits Steampunk currently maintains to conduct such new business insofar as such business shall be carried on by Steampunk directly and only indirectly by Freedom in its capacity as the Parent.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company BIL or BTS possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “Permits"”). No Acquiror Company has Except as would not have a Material Adverse Effect, BIL and BTS have not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company BIL or BTS to engage in its business as currently conducted and to permit such Acquiror Company BIL and BTS to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Neither BIL nor the Shareholders has received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company JBI possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “Permits"”). No Acquiror Company Except as would not have a Material Adverse Effect, JBI has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company JBI to engage in its business as currently conducted and to permit such Acquiror Company JBI to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company JBI has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company SYCI possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No Acquiror Company Except as would not have a Material Adverse Effect, SYCI has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company SYCI to engage in its business as currently conducted and to permit such Acquiror Company SYCI to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Neither SYCI nor the Shareholders has received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Peak Equity possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, Peak Equity has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Peak Equity to engage in its business as currently conducted and to permit such Acquiror Company Peak Equity to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Peak Equity has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company GSL Healthcare possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “Permits"”). No Acquiror Company Except as would not have a Material Adverse Effect, GSL Healthcare has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company GSL Healthcare to engage in its business as currently conducted and to permit such Acquiror Company GSL Healthcare to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company GSL Healthcare has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each the Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror PermitsACQUIROR COMPANY PERMITS"). No The Acquiror Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Company Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Company Permit. No The Acquiror Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Company Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Company Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Company Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse EffectEffect on SSD, each Acquiror Company SSD possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No Acquiror Company Except as would not have a Material Adverse Effect, SSD has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company SSD to engage in its business as currently conducted and to permit such Acquiror Company SSD to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse EffectEffect on SSD, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse EffectEffect on SSD, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Neither SSD nor the Shareholders has received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company DE Qinba possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company DE Qinba to engage in its their business as currently conducted and to permit such Acquiror Company DE Qinba to own and use its their properties and assets in the manner in which it they currently owns own and uses use such properties and assets (collectively, "Acquiror the “DE Qinba Permits"”). No Acquiror Company DE Qinba has not received notice from any Governmental Authority or other Person that there is are lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company DE Qinba to engage in its their business as currently conducted and to permit such Acquiror Company DE Qinba to own and use its their properties and assets in the manner in which it they currently owns own and uses use such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror DE Qinba Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror DE Qinba Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror DE Qinba Permit. No Acquiror Company DE Qinba has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror DE Qinba Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror DE Qinba Permit. All applications required to have been filed for the renewal of such Company DE Qinba Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror DE Qinba Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror DE Qinba Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Buyippee possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, Buyippee has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Buyippee to engage in its business as currently conducted and to permit such Acquiror Company Buyippee to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Buyippee has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company to engage in its business as currently conducted and to permit such Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror " Company Permits")) . No Acquiror Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company to engage in its business as currently conducted and to permit such Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assetsassets . Except as would not have a Material Adverse Effect, the Acquiror Company Permits are valid and in full force and effecteffect . Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): ) : (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with w i th any Acquiror PermitCompany Permit ; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror PermitCompany Permit . No Acquiror Company has not received notice from any Governmental Authority or any other Person regardingregarding : (a) any actual, alleged, possible or potential contravention of any Acquiror PermitCompany Permit ; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror PermitCompany Permit . All applications required to have been filed for the renewal of such Company . Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Company Permits have been duly made on a timely basis with the appropriate PersonsPersons . All Acquiror Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.paid . Section 6 . 21

Licenses. Except as would not have a Material Adverse Effect, each Acquiror the Reporting Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror the Reporting Company to engage in its business as currently conducted and to permit such Acquiror the Reporting Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “Reporting Company Permits"”). No Acquiror The Reporting Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror the Reporting Company to engage in its business as currently conducted and to permit such Acquiror the Reporting Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Reporting Company Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Reporting Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Reporting Company Permit. No Acquiror The Reporting Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Reporting Company Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Reporting Company Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Reporting Company Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Reporting Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse EffectEffect on TGD, each Acquiror Company TGD possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No Acquiror Company Except as would not have a Material Adverse Effect, TGD has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company TGD to engage in its business as currently conducted and to permit such Acquiror Company TGD to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Neither TGD nor the Shareholders has received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company SDI possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company SDI to engage in its business as currently conducted and to permit such Acquiror Company SDI to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “SDI Permits"”). No Acquiror Company SDI has not has received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company SDI to engage in its business as currently conducted and to permit such Acquiror Company SDI to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror SDI Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror SDI Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror SDI Permit. No Acquiror Company SDI has not has received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror SDI Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror SDI Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror SDI Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror SDI Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company OOB HK possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, OOB HK has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company OOB HK to engage in its business as currently conducted and to permit such Acquiror Company OOB HK to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company OOB HK has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse EffectEffect on FTZ, each Acquiror Company FTZ possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No Acquiror Company Except as would not have a Material Adverse Effect, FTZ has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company FTZ to engage in its business as currently conducted and to permit such Acquiror Company FTZ to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Neither FTZ nor the Shareholders has received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company possesses WOD possess from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company WOD to engage in its business as currently conducted and to permit such Acquiror Company WOD to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror WOD Permits"), including, but not limited to WOD Permits related to the WOD Rights. No Acquiror Company WOD has not received notice from any Governmental Authority or other Person that there it is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company WOD to engage in its their business as currently conducted and to permit such Acquiror Company WOD to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror WOD Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or to the knowledge of WOD circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a material violation of or a failure to comply with any Acquiror WOD Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror WOD Permit. No Acquiror Company WOD has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror WOD Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror WOD Permit. All applications required to have been filed for the renewal of such Company WOD Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror WOD Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror WOD Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company DH Group possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, DH Group has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company DH Group to engage in its business as currently conducted and to permit such Acquiror Company DH Group to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company DH Group has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company YOD possesses from the appropriate federal or national, state or provincial, municipal or local government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, political subdivision, commission, court, tribunal, official, arbitrator or arbitral body, in each case whether U.S. or non-U.S. (“Governmental Authority Authority”), all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company YOD to engage in its business as currently conducted and to permit such Acquiror Company YOD to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “YOD Permits"”). No Acquiror Company YOD has not received notice from any Governmental Authority or other Person that there is they are lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company YOD to engage in its business as currently conducted and to permit such Acquiror Company YOD to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror YOD Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror YOD Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror YOD Permit. No Acquiror Company YOD has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror YOD Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror YOD Permit. All applications required to have been filed for the renewal of such Company the YOD Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror the YOD Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror YOD Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Massive Treasure possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, Massive Treasure has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Massive Treasure to engage in its business as currently conducted and to permit such Acquiror Company Massive Treasure to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Massive Treasure has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Acquirer Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Acquirer Company to engage in its business as currently conducted and to permit such Acquiror Acquirer Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Acquirer Permits"). No Acquiror Acquirer Company has received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Acquirer Company to engage in its business as currently conducted and to permit such Acquiror Acquirer Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Acquirer Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Acquirer Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Acquirer Permit. No Acquiror Acquirer Company has received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Acquirer Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Acquirer Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Acquirer Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Acquirer Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company China Currency possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company any of China Currency and the China Currency Subsidiaries to engage in its their business as currently conducted and to permit such Acquiror Company China Currency to own and use its their properties and assets in the manner in which it they currently owns own and uses use such properties and assets (collectively, "Acquiror collectively the “China Currency Permits"”). No Acquiror Company China Currency has not received notice from any Governmental Authority or other Person that there is are lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company China Currency to engage in its business as currently conducted and to permit such Acquiror Company China Currency to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror all China Currency Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror China Currency Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror China Currency Permit. No Acquiror Company China Currency has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror China Currency Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror China Currency Permit. All applications required to have been filed for the renewal of such Company China Currency Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror China Currency Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror China Currency Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company SHV Corp. possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, SHV Corp. has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company SHV Corp. to engage in its business as currently conducted and to permit such Acquiror Company SHV Corp. to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company SHV Corp. has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company possesses FM possess from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company FM to engage in its business as currently conducted and to permit such Acquiror Company FM to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “FM Permits"”). No Acquiror Company FM has not received notice from any Governmental Authority or other Person that there it is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company FM to engage in its their business as currently conducted and to permit such Acquiror Company FM to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror FM Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or to the knowledge of FM circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a material violation of or a failure to comply with any Acquiror FM Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror FM Permit. No Acquiror Company FM has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror FM Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror FM Permit. All applications required to have been filed for the renewal of such Company FM Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror FM Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror FM Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Jebe Production possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, Jebe Production has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Jebe Production to engage in its business as currently conducted and to permit such Acquiror Company Jebe Production to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Jebe Production has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Powertech possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “Permits"”). No Acquiror Company Except as would not have a Material Adverse Effect, Powertech has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Powertech to engage in its business as currently conducted and to permit such Acquiror Company Powertech to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Powertech has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each the Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "“Acquiror Company Permits"”). No The Acquiror Company has not, to its knowledge, received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Company Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Company Permit. No The Acquiror Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Company Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Company Permit. All applications required to have been filed for the renewal of such Acquiror Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Company Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company The Pulse Network possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, The Pulse Network has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company The Pulse Network to engage in its business as currently conducted and to permit such Acquiror Company The Pulse Network to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company The Pulse Network has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse EffectEffect on XGN, each Acquiror Company XGN possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No Acquiror Company Except as would not have a Material Adverse Effect, XGN has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company XGN to engage in its business as currently conducted and to permit such Acquiror Company XGN to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Neither XGN nor the Shareholders has received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Beyond Blue possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, Beyond Blue has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Beyond Blue to engage in its business as currently conducted and to permit such Acquiror Company Beyond Blue to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Beyond Blue has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company DDOO possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company DDOO to engage in its business as currently conducted and to permit such Acquiror Company DDOO to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “DDOO Permits"”). No Acquiror Company DDOO has not has received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company DDOO to engage in its business as currently conducted and to permit such Acquiror Company DDOO to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror DDOO Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror DDOO Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror DDOO Permit. No Acquiror Company DDOO has not has received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror DDOO Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror DDOO Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror DDOO Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror DDOO Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror the Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror the Company to engage in its business as currently conducted and to permit such Acquiror the Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No Acquiror -------------------------------------------------------------------------------- CONFIDENTIAL Page 12 of 26 -------------------------------------------------------------------------------- The Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror the Company to engage in its business as currently conducted and to permit such Acquiror the Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror The Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each the Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No The Acquiror Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No The Acquiror Company has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Acquiror Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Powertech possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, Powertech has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Powertech to engage in its business as currently conducted and to permit such Acquiror Company Powertech to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Powertech has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company ICOR possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company ICOR to engage in its business as currently conducted and to permit such Acquiror Company ICOR to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “ICOR Permits"”). No Acquiror Company ICOR has not has received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company ICOR to engage in its business as currently conducted and to permit such Acquiror Company ICOR to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror ICOR Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror ICOR Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror ICOR Permit. No Acquiror Company ICOR has not has received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror ICOR Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror ICOR Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror ICOR Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror ICOR Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company H&H Arizona possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company any of H&H Arizona and the H&H Arizona Subsidiaries to engage in its their business as currently conducted and to permit such Acquiror Company H&H Arizona to own and use its their properties and assets in the manner in which it they currently owns own and uses use such properties and assets (collectively, "Acquiror “H&H Arizona Permits"”). No Acquiror Company H&H Arizona has not received notice from any Governmental Authority or other Person that there is are lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company H&H Arizona to engage in its business as currently conducted and to permit such Acquiror Company H&H Arizona to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror H&H Arizona Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror H&H Arizona Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror H&H Arizona Permit. No Acquiror Company H&H Arizona has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror H&H Arizona Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror H&H Arizona Permit. All applications required to have been filed for the renewal of such Company H&H Arizona Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror H&H Arizona Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror H&H Arizona Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company NewPower possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “Permits"”). No Acquiror Company Except as would not have a Material Adverse Effect, NewPower has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company NewPower to engage in its business as currently conducted and to permit such Acquiror Company NewPower to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company NewPower has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company AZATEL possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror PermitsPERMITS"). No Acquiror Company Except as would not have a Material Adverse Effect, AZATEL has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company AZATEL to engage in its business as currently conducted and to permit such Acquiror Company AZATEL to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company AZATEL has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company AIVtech possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “Permits"”). No Acquiror Company Except as would not have a Material Adverse Effect, AIVtech has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company AIVtech to engage in its business as currently conducted and to permit such Acquiror Company AIVtech to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Neither AIVtech nor the Shareholders has received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company HSET possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “Permits"”). No Acquiror Company Except as would not have a Material Adverse Effect, HSET has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company HSET to engage in its business as currently conducted and to permit such Acquiror Company HSET to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Neither HSET nor the Shareholders has received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Ever Harvest possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, Ever Harvest has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Ever Harvest to engage in its business as currently conducted and to permit such Acquiror Company Ever Harvest to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Ever Harvest has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company possesses POM possess from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company POM to engage in its business as currently conducted and to permit such Acquiror Company POM to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror POM Permits"), including, but not limited to POM Permits related to the POM Rights. No Acquiror Company POM has not received notice from any Governmental Authority or other Person that there it is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company POM to engage in its their business as currently conducted and to permit such Acquiror Company POM to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror POM Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or to the knowledge of POM circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a material violation of or a failure to comply with any Acquiror POM Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror POM Permit. No Acquiror Company POM has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror POM Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror POM Permit. All applications required to have been filed for the renewal of such Company POM Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror POM Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror POM Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have Exhibit D includes a Material Adverse Effecttrue, correct and complete list of each Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company (i) material License under which an Obligor receives a right in or to engage in its business as currently conducted and to permit such Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No Acquiror Company has received notice Intellectual Property from any Governmental Authority other Person, including each License relating to each item of Intellectual Property listed on Exhibit D that is owned or co-owned by any other Person that there is lacking (other than shrink-wrap licenses for non-customized off-the-shelf software costing less than $500,000 per annum) and (ii) License pursuant to which an Obligor grants a right in or to Intellectual Property to any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company to engage in its business as currently conducted other Person on an exclusive basis. The Licenses on Exhibit D and to permit such Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits all other material Licenses are valid and binding and in full force and effecteffect and represents the entire agreement between the respective parties thereto with respect to the subject matter thereof. Each such License will not cease to be valid and binding and in full force and effect on terms identical to those currently in effect as a result of the rights and interest granted herein, nor will the grant of such rights and interest constitute a breach of default under any such License or otherwise give any party thereto a right to terminate such License. No Obligor is in material breach of, nor has any Obligor failed to perform any material obligations under, any such License and, to each Obligor’s knowledge, each other party to any such License is not in material breach thereof or has failed to perform any material obligations thereunder. No Obligor has received any notice of a breach or default under any such License which breach or default has not been cured. (e) Sufficiency of IP. Except as would not have a Material Adverse Effectdescribed on Schedule 5.9(e), no event has occurred each Obligor has, or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company has received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention case of any Acquiror Permit; proposed business, will own or (b) any actualhave licensed to it, proposedall material intellectual property rights necessary for the operation or conduct of their respective businesses as currently conducted and proposed to be conducted. Without limiting the generality of the foregoing, possible or potential revocationand in the case of Licenses, withdrawalexcept for restrictions that are unenforceable under Division 9 of the UCC, suspensioneach Obligor has the right, cancellation, termination of, or modification to, any Acquiror Permit. All applications to the extent required to have been filed for the renewal operate its business, to freely transfer or license (except as restricted by Permitted Intellectual Property Licenses) or assign Intellectual Property without condition, restriction or payment of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all any kind (other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or than license payments in the ordinary course of business without business) to any third party, and each Obligor owns or has the need right to comply with any special qualification procedures or use, pursuant to pay any amounts other than routine fees or similar chargesvalid licenses, all software development tools, library functions, compilers and all other third-party software and other items that are used in the design, development, promotion, sale, license, manufacture, import, export, use or distribution of which have, to the extent due, been duly paid.such Obligor’s Borrower Products. (f)

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Nemo Holding possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, Nemo Holding has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Nemo Holding to engage in its business as currently conducted and to permit such Acquiror Company Nemo Holding to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Nemo Holding has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Trendmark possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, Trendmark has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Trendmark to engage in its business as currently conducted and to permit such Acquiror Company Trendmark to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Trendmark has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Gold Shiny possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, Gold Shiny has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Gold Shiny to engage in its business as currently conducted and to permit such Acquiror Company Gold Shiny to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Gold Shiny has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse EffectEffect on SLB, each Acquiror Company SLB possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No Acquiror Company Except as would not have a Material Adverse Effect, SLB has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company SLB to engage in its business as currently conducted and to permit such Acquiror Company SLB to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Neither SLB nor the Shareholders has received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Jade Affiliated possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company Except as would not have a Material Adverse Effect, Jade Affiliated has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Jade Affiliated to engage in its business as currently conducted and to permit such Acquiror Company Jade Affiliated to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Jade Affiliated has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Unical possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company Unical to engage in its business as currently conducted and to permit such Acquiror Company Unical to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Unical Permits"). No Acquiror Company Except as would not have a Material Adverse Effect, Unical has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Unical to engage in its business as currently conducted and to permit such Acquiror Company Unical to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Unical Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Unical Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Unical Permit. No Acquiror Company Unical has not received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Unical Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Unical Permit. All applications required to have been filed for the renewal of such Company Unical Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Unical Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Unical Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse EffectEffect on FOI, each Acquiror Company FOI possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No Acquiror Company Except as would not have a Material Adverse Effect, FOI has not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company FOI to engage in its business as currently conducted and to permit such Acquiror Company FOI to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Neither FOI nor the Shareholders has received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each the Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror PermitsACQUIROR COMPANY PERMITS"). No The Acquiror Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such the Acquiror Company to engage in its business as currently conducted and to permit such the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Company Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Company Permit. No The Acquiror Company has not received notice from any Governmental Authority or any other Person regarding: (ax) any actual, alleged, possible or potential contravention of any Acquiror Company Permit; or (by) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Company Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Company Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.. Section

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company Tiger Fair possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company any of Tiger Fair and the Tiger Fair Subsidiaries to engage in its their business as currently conducted and to permit such Acquiror Company Tiger Fair to own and use its their properties and assets in the manner in which it they currently owns own and uses use such properties and assets (collectively, "Acquiror Tiger Fair Permits"). No Acquiror Company Tiger Fair has not received notice from any Governmental Authority or other Person that there is are lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Tiger Fair to engage in its business as currently conducted and to permit such Acquiror Company Tiger Fair to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Tiger Fair Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Tiger Fair Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Tiger Fair Permit. No Acquiror Company Tiger Fair has not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Tiger Fair Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Tiger Fair Permit. All applications required to have been filed for the renewal of such Company Tiger Fair Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Tiger Fair Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Tiger Fair Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company of Anytone International and Anytone possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"“PERMITS”). No Acquiror Company has Except as would not have a Material Adverse Effect, Anytone International and Anytone have not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company Anytone International or Anytone to engage in its business as currently conducted and to permit such Acquiror Company Anytone International or Anytone to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Neither Anytone International nor Anytone has received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company possesses the APPI Companies possess from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company any of the APPI Companies to engage in its their business as currently conducted and to permit such Acquiror Company any of the APPI Companies to own and use its their properties and assets in the manner in which it they currently owns own and uses use such properties and assets (collectively, "Acquiror the “APPI Companies Permits"”). No Acquiror Company has The APPI Companies have not received notice from any Governmental Authority or other Person that there is are lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company the APPI Companies to engage in its their business as currently conducted and to permit such Acquiror Company the APPI Companies to own and use its their properties and assets in the manner in which it they currently owns own and uses use such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror APPI Companies Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror APPI Companies Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror APPI Companies Permit. No Acquiror Company has The APPI Companies have not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror APPI Companies Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror APPI Companies Permit. All applications required to have been filed for the renewal of such Company APPI Companies Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror APPI Companies Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror APPI Companies Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.. Section 3.19

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company possesses the APPI Companies possess from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company any of the APPI Companies to engage in its their business as currently conducted and to permit such Acquiror Company any of the APPI Companies to own and use its their properties and assets in the manner in which it they currently owns own and uses use such properties and assets (collectively, "Acquiror the “APPI Companies Permits"”). No Acquiror Company has The APPI Companies have not received notice from any Governmental Authority or other Person that there is are lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company the APPI Companies to engage in its their business as currently conducted and to permit such Acquiror Company the APPI Companies to own and use its their properties and assets in the manner in which it they currently owns own and uses use such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror APPI Companies Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror APPI Companies Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror APPI Companies Permit. No Acquiror Company has The APPI Companies have not received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror APPI Companies Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror APPI Companies Permit. All applications required to have been filed for the renewal of such Company APPI Companies Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror APPI Companies Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror APPI Companies Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

Licenses. Except as would not have a Material Adverse Effect, each Acquiror Company of CFDL and Shanghai possesses from the appropriate Governmental Authority Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company it to engage in its business as currently conducted and to permit such Acquiror Company it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror “Permits"”). No Acquiror Company has Except as would not have a Material Adverse Effect, CFDL and Shanghai have not received any written notice from any Governmental Authority Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company CFDL or Shanghai to engage in its business as currently conducted and to permit such Acquiror Company CFDL or Shanghai to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company Neither CFDL, nor Shanghai has received any written notice from any Governmental Authority Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course Ordinary Course of business Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.