Common use of Permits and Compliance Clause in Contracts

Permits and Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the suspension or cancellation of any of the Company Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (i) its charter, by-laws or equivalent documents or (ii) any applicable Law, except, in the case of clauses (i) and (ii), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used in this Agreement, the term “knowledge of the Company,” and any similar phrase, means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxx.

Permits and Compliance. The Company and each of its Subsidiaries Parent is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries Parent to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company "Parent Permits”"), except where the failure to have any of the Company PermitsParent Permits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyParent, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Parent Permits is pending or, to the knowledge of the CompanyParent, threatened, except where the suspension or cancellation of any of the Company PermitsParent Permits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyParent. Neither the Company nor any of its Subsidiaries Parent is not in violation of (i) its charter, by-laws or equivalent documents or other organizational documents, (ii) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation, or (iii) any order, decree or judgment of any Governmental Entity having jurisdiction over the Parent, except, in the case of clauses (i), (ii) and (iiiii), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyParent. As used of the date hereof, there is no contract or agreement, not entered into in the ordinary course of business, that is material to the business, properties, assets, liabilities, financial condition, results of operations or prospects of the Parent and its Subsidiaries, taken as a whole. Except as set forth in the Parent SEC Documents filed prior to the date of this Agreement, no event of default or event that, but for the term “knowledge giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Parent of the Company,” and transactions contemplated by this Agreement or the Company Option Agreement, will exist under any similar phraseindenture, means mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which the actual knowledge Parent is a party or by which the Parent is bound or to which any of Xxxx Xxxxxxxxxxthe properties, Xxxxxx Xxxxxxxxxxassets or operations of the Parent is subject, Xxxxxxx Xxxxx other than any defaults that, individually or Xxxx Xxxxxin the aggregate, would not have a Material Adverse Effect on the Parent.

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the suspension or cancellation of any Knowledge of the Company Permits(as hereinafter defined), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Companythreatened. Neither the Company nor any of its Subsidiaries is in violation of (iA) its charter, by-laws Bylaws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative, or governmental rule or regulation of any Governmental Entity, including any consumer protection, equal opportunity, customs, export control, foreign trade, foreign corrupt practices (including the Foreign Corrupt Practices Act), health, or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iB) and (iiC), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used There are no contracts or agreements of the Company or its Subsidiaries having covenants not to compete that materially impair the ability of the Company or any of its Subsidiaries to conduct its businesses as currently conducted or could reasonably be expected to materially impair Acquiror's ability to conduct the Company's business after the Closing in the manner in which it had been conducted prior to the Closing. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, no event of default or event that, but for the term “knowledge giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company,” and any similar phrase, means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxx.

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the “"Company Permits”"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge "Knowledge of the Company" (as defined in this Section 3.8), threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in default or violation of (iA) its charter, by-laws bylaws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, or (D) any provisions of the rules and regulations of the Credit Card Associations, except, in the case of clauses (i) and (iiA), (B), (C), or (D) for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used Except as disclosed in Schedule 3.8, as of the date hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. Except as set forth in Schedule 3.8, as of the date of this Agreement, no event of default or event that, but for the term “knowledge giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Set forth in Schedule 3.8 is a description of any material changes to the amount and terms of the indebtedness of the Company and its Subsidiaries as described in the Company Annual Report. "Knowledge of the Company,” and any similar phrase, " means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxx.the individuals identified in Schedule 3.8. 3.9

Permits and Compliance. The (a) Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the such Company PermitsPermit would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the such Company PermitsPermit would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (i) its charter, by-laws bylaws or equivalent documents or other organizational documents; (ii) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation; or (iii) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iii) and (iiiii), for any violations thatthat would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used in No notice of any such violation or non-compliance has been received by the Company or any of its Subsidiaries since December 31, 2002. For purposes of this Agreement, the term “knowledge "Knowledge of the Company,” and any similar phrase, " means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxxthe individuals identified in Section 3.8(a) of the Company Letter.

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (iA) its charter, by-laws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iA), (B) and (iiC), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, the term “knowledge as of the Company,” date hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents, prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any similar phraseindenture, means mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which the actual knowledge Company or any of Xxxx Xxxxxxxxxxits Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxx.assets or

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) or Card Association necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as Company or prevent or materially delay the consummation of the date of this AgreementMerger, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyCompany or prevent or materially delay the consummation of the Merger. Neither the Company nor any of its Subsidiaries nor, for purposes of clause (D), any of the Company's or any of its Subsidiary's independent sales organizations, is in violation of (iA) its charter, by-laws or equivalent documents other organizational documents, (B) any law, ordinance, administrative or governmental rule or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or (iiD) any applicable LawCard Association rules, exceptby-laws or regulations, except in the case of clauses (iA), (B), (C) and (iiD), for any violations that, individually or in the aggregate, would not reasonably be expected have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Merger. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Section 3.9 of the Company Letter, there are no contracts or agreements of the Company or its Subsidiaries (including the Company Merchant Contracts) having terms or conditions which would have a Material Adverse Effect on the Company or having covenants that purport to bind any stockholder or any Affiliated Person (as hereinafter defined) of any stockholder of the Company after the Effective Time. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Section 3.9 of the Company Letter, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement, the term “knowledge of the Company,” and any similar phrase, means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxx.

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (iA) its charter, by-laws or equivalent documents other organizational documents, (B) any law, ordinance, administrative or governmental rule or regulation, or (iiC) any applicable Laworder, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iA), (B) and (iiC), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, there are no contracts or agreements of the term “knowledge Company or its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the Company to conduct its business as currently conducted or purport to bind any shareholder or any Affiliated Person of any shareholder of the Company after the Effective Time. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement or the Stock Option Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. "Knowledge of the Company,” and any similar phrase, " means the actual knowledge of Xxxxxxxx X. Xxxx, Xxxxx X. Xxxxxxxxx, Xxxxx X'Xxxxxx, Xxxxx Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx and Xxxxx or Xxxx XxxxxXxxxxx.

Permits and Compliance. The Company Each of Parent and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity which, to the Knowledge of Parent (collectivelyas hereinafter defined), “Permits”) are necessary for the Company Parent or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company "Parent Permits”"), except where the failure to have any of the Company PermitsParent Permits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyParent, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Parent Permits is pending or, to the knowledge Knowledge of the CompanyParent, threatened, except where the suspension or cancellation of any of the Company PermitsParent Permits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyParent. Neither the Company Parent nor any of its Subsidiaries is in violation of (iA) its charterCharter, by-laws Bylaws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (iB) and (iiC), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. Except as disclosed in the CompanyParent SEC Documents filed prior to the date of this Agreement there is no contract or agreement that is material to the business, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole. As used Except as set forth in the Parent SEC Documents, prior to the date of this Agreement, no event of default or event that, but for the term “knowledge giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by Parent of the Company,” transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any such Subsidiary is bound or to which any of the properties, assets or operations of Parent or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Set forth on Schedule 2.8 of the Disclosure Schedule is a description of any material changes to the amount and any similar phrase, terms of the indebtedness of the Parent and its Subsidiaries as described on Parent's Annual Report on Form 10-K. "Knowledge of Parent" means the actual knowledge of Xxxx Xxxxxxxxxxany of the Chief Executive Officer, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx XxxxxChief Operating Officer and Chief Financial Officer of the Parent.

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) Permits necessary for the Company or any of its Subsidiaries it to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither None of the Company nor or any of its Subsidiaries is in violation of (iA) its chartercertificate, by-laws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iA) (as to the Company's Subsidiaries only), (B) and (iiC), for any violations that, individually or in the aggregate, would not reasonably be expected have a Material Adverse Effect on the Company. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Letter, as of the date hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company Disclosure Letter, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement, the term “knowledge Agreement "Knowledge of the Company,” and any similar phrase, " means the actual knowledge of Xxxx Xxxxxxxxxxany of the Chief Executive Officer, Xxxxxx Xxxxxxxxxxthe Chief Operating Officer, Xxxxxxx Xxxxx the Chief Financial Officer or Xxxx Xxxxx.the General Counsel of the Company. Section 3.9

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyCompany or prevent or materially delay the Merger, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyCompany or prevent or materially delay the Merger. Neither the Company nor any of its Subsidiaries is in violation of (iA) its charterRestated Certificate of Incorporation, byBy-laws or equivalent documents or other comparable organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation, or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iA), (B) and (iiC), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used Except as set forth in item 3.8 of the Company Letter, prior to the date of this Agreement, no event of default or event that, but for the term “knowledge giving of notice or the lapse of time or both, would constitute an event of default, exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company or prevent or materially delay the Merger. "Knowledge of the Company,” and any similar phrase, " means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxxthe individuals identified in item 3.8 of the Company Letter.

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) Permits necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (iA) its charterarticles, by-laws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iA) (as to the Company's Subsidiaries only), (B) and (iiC), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) hereto, as of the date hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) hereto, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any contractual license or other agreement or instrument to which the term “knowledge Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. "Knowledge of the Company,” and any similar phrase, " means the actual knowledge knowledge, after due inquiry, of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxxthe Chief Executive Officer and the Chief Financial Officer.

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, exemptions, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease lease, use, sell and operate its properties or and other assets and to carry on its business as it is now being conducted (the “Company Permits”). The Company and each of its Subsidiaries is and, except where since January 1, 2003, has been in compliance with the failure to have any terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the suspension or cancellation of any of the Company Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (i) its charter, by-laws or equivalent documents or other organizational documents, (ii) any applicable LawLaw or (iii) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (i), (ii) and (iiiii), for any violations thatthat have not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used in this Agreement, To the term “knowledge Knowledge of the Company,” , neither the Company nor any of its Subsidiaries is under investigation with respect to nor has been threatened to be charged with or given notice or other communication alleging or relating to a possible violation of applicable Laws, except for violations that have not had and any similar phrasewould not reasonably be expected to have, means individually or in the actual knowledge of Xxxx Xxxxxxxxxxaggregate, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxxa Material Adverse Effect on the Company.

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) Permits necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (iA) its charterarticles, by-laws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iA) (as to the Company's Subsidiaries only), (B) and (iiC), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in -21- Schedule 3.8(a) hereto, as of the date hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) hereto, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any contractual license or other agreement or instrument to which the term “knowledge Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. "Knowledge of the Company,” and any similar phrase, " means the actual knowledge knowledge, after due inquiry, of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxxthe Chief Executive Officer and the Chief Financial Officer.

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or other assets or to carry on its business or operations as it is now being conducted (the “Company Permits”), except where the failure to have any of the Company PermitsPermits has not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the Company, threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. Neither the Company nor any of its Subsidiaries is in violation of (i) its charter, by-laws bylaws or equivalent documents or other organizational documents; (ii) any applicable Law; or (iii) any Order, except, in the case of clauses (iii) and (iiiii), for any violations thatthat would not, individually or in the aggregate, have a Company Material Adverse Effect. No written or, to the Knowledge of the Company, other notice of any such violation or non-compliance has been received by the Company or any of its Subsidiaries. The consummation of the Merger, in and of itself, would not cause the revocation or cancellation of any such Permit that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written or, to the Knowledge of the Company, other notice that any action, demand or investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries or any of their respective properties or assets under any Law is pending, and no suit (other than suits currently under seal), action or proceeding by any other person with respect to the Company or any of its Subsidiaries or any of their respective properties or other assets under any Law, is pending, or to the Knowledge of the Company, is threatened or currently under seal, except, in each case, as individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect on the Company. As used in this Agreement, the term “knowledge of the Company,” and any similar phrase, means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx XxxxxEffect.

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”"COMPANY PERMITS"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither Except as set forth on Section 3.8 of the Company Letter, neither the Company nor any of its Subsidiaries is in violation of (iA) its charter, by-laws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation and third- party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or (D) any Company Permits, except, in the case of clauses (iA), (B), (C) and (ii), D) for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used in this AgreementWithout limiting the foregoing, the term “knowledge Company is not subject to statutes, rules, regulations or orders administered or issued by the United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the Company. Neither the Company nor any Subsidiary, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. Section 1001.1001) of the Company,” Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any similar phraseremuneration (including any kickback, means bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the actual knowledge purchase, lease, or order, or the arranging for or recommending of Xxxx Xxxxxxxxxxthe purchase, Xxxxxx Xxxxxxxxxxlease or order, Xxxxxxx Xxxxx of any item or Xxxx Xxxxx.service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity which, to the Knowledge of the Company (collectivelyas hereinafter defined), “Permits”) are necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”), ") except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the Company, Company threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (iA) its charterArticles of Incorporation, by-laws Bylaws or equivalent documents or other organizational document, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iB) and (iiC), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, the term “knowledge as of the Company,” date hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the Company and any similar phraseits Subsidiaries, means taken as a whole. Except as set forth in the actual knowledge Company SEC Documents and Schedule 3.8 of Xxxx Xxxxxxxxxxthe Disclosure Schedule, Xxxxxx Xxxxxxxxxxprior to the date of this Agreement, Xxxxxxx Xxxxx no event of default or Xxxx Xxxxx.event that, but for the 21

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charterstariffs, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the Company, threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected likely to have a Material Adverse Effect on the Company. Neither Except as set forth in Section 3.7 of the Company Letter, neither the Company nor any of its Subsidiaries is in violation of, or has taken any action or omitted to take any action which, with the passage of time, would result in a violation of (iA) its charter, by-laws bylaws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, exceptordinance, in administrative, or governmental rule or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the case Company or any of clauses its Subsidiaries or (iD) and (ii), for any violations that, individually Company Permits. There are no contracts or in agreements of the aggregate, Company or its Subsidiaries containing covenants not to compete that materially impair the ability of the Company to conduct its business as currently conducted or would not reasonably be expected to have a Material Adverse Effect on materially impair the Company. As used in this Agreement, the term “knowledge of the Company,” and any similar phrase, means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxx's ability to conduct its businesses.

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) or Card Association necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as Company or prevent or materially delay the consummation of the date of this AgreementMerger, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyCompany or prevent or materially delay the consummation of the Merger. Neither the Company nor any of its Subsidiaries nor, for purposes of clause (D), any of the Company's or any of its Subsidiary's independent sales organizations, is in violation of (iA) its charter, by-laws or equivalent documents other organizational documents, (B) any law, ordinance, administrative or governmental rule or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or (iiD) any applicable LawCard Association rules, exceptby-laws or regulations, except in the case of clauses (iA), (B), (C) and (iiD), for any violations that, individually or in the aggregate, would not reasonably be expected have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Merger. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Section 3.9 of the Company Letter, there are no contracts or agreements of the Company or its Subsidiaries (including the Company Merchant Contracts) having terms or conditions which would have a Material Adverse Effect on the Company or having covenants that purport to bind any stockholder or any Affiliated Person (as hereinafter defined) of any stockholder of the Company after the Effective Time. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Section 3.9 of the Company Letter, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement, the term “knowledge of the Company,” and any similar phrase, means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxx.Section 3.10

Permits and Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”"COMPANY PERMITS"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the The Company nor any of its Subsidiaries is not in violation of (iA) its charterthe Company Charter or the Company Bylaws, by-laws (B) any law, ordinance, administrative or equivalent documents governmental rule or regulation, or (iiC) any applicable Laworder, decree or judgment of any Governmental Entity having jurisdiction over the Company, except, in the case of clauses (iA) and (iiC), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, the term “knowledge there are no contracts or agreements of the Company,” and any similar phrase, means Company having terms or conditions which would have a Material Adverse Effect on the actual knowledge Company or having covenants not to compete that materially impair the ability of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx the Company to conduct its business as currently conducted or Xxxx Xxxxx.would reasonably be expected to

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity which, to the Knowledge of the Company (collectivelyas hereinafter defined), “Permits”) are necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”), ") except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the Company, Company threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (iA) its charterArticles of Incorporation, by-laws Bylaws or equivalent documents or other organizational document, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iB) and (iiC), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. As used Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, as of the term “knowledge date hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents and Schedule 3.8 of the Disclosure Schedule, prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Set forth on Schedule 3.8 to this Agreement is a description of any material changes to the amount and terms of the indebtedness of the Company and its Subsidiaries as described in the Company's Annual Report on Form 10-K. "Knowledge of the Company,” and any similar phrase, " means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxxany of the Chief Executive Officer and Chief Financial Officer of the Company.

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) Permits necessary for the Company or any of its Subsidiaries it to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither None of the Company nor or any of its Subsidiaries is in violation of (iA) its chartercertificate, by-laws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iA) (as to the Company's Subsidiaries only), (B) and (iiC), for any violations that, individually or in the aggregate, would not reasonably be expected have a Material Adverse Effect on the Company. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Letter, as of the date hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company Disclosure Letter, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement, the term “knowledge Agreement "Knowledge of the Company,” and any similar phrase, " means the actual knowledge of Xxxx Xxxxxxxxxxany of the Chief Executive Officer, Xxxxxx Xxxxxxxxxxthe Chief Operating Officer, Xxxxxxx Xxxxx the Chief Financial Officer or Xxxx Xxxxxthe General Counsel of the Company.

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) Government Authority necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or other assets or to carry on its business or operations as it is now being conducted (the “Company Permits”), except where the failure to have any of the Company PermitsPermits has not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the suspension or cancellation of any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. Neither the Company nor any of its Subsidiaries is in violation of (i) its charter, by-laws bylaws or equivalent documents or other organizational documents; (ii) any applicable Applicable Law; or (iii) any Order, except, in the case of clauses (iii) and (iiiii), for any violations thatthat would not, individually or in the aggregate, have a Material Adverse Effect. No written or, to the knowledge of the Company, other notice of any such violation or non-compliance has been received by the Company or any of its Subsidiaries. The consummation of the Arrangement and the other Transactions, in and of themselves, would not cause the revocation or cancellation of any such Company Permit that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written or, to the knowledge of the Company, other notice that any action, demand or investigation by any Government Authority with respect to the Company or any of its Subsidiaries or any of their respective properties or assets under any Applicable Law is pending, and no suit (other than suits currently under seal), action or proceeding by any other person with respect to the Company or any of its Subsidiaries or any of their respective properties or other assets under any Applicable Law, is pending, or to the knowledge of the Company, is threatened or currently under seal, except, in each case, as individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. As used in this Agreement, the term “knowledge of the Company,” and any similar phrase, means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxx.Effect;

Permits and Compliance. The Except as set forth in Section 3.8 of the Company Letter, each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (iA) its charter, by-laws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iA), (B) and (iiC), for any violations that, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Material Adverse Effect on the Company. As used Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, as of the date hereof, there is no contract or agreement that is material to the business, properties, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents or Section 3.8 of the Company Letter, prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, license or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company. For purposes of this Agreement, the term “knowledge of "Knowledge" when used with respect to the Company,” and any similar phrase, Company means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxx.the individuals identified in Section 3.8 of the Company Letter. Section 3.9

Permits and Compliance. The Except as set forth in Section 3.8 of the Company Letter, each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (iA) its charter, by-laws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iA), (B) and (iiC), for any violations that, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Material Adverse Effect on the Company. As used Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, as of the date hereof, there is no contract or agreement that is material to the business, properties, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents or Section 3.8 of the Company Letter, prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, license or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company. For purposes of this Agreement, the term “knowledge of the Company,” and any similar phrase, means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxx."Knowledge" when used with respect to the

Permits and Compliance. The Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (iA) its charter, by-laws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iA), (B) and (iiC), for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Material Adverse Effect on the Company. As used Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, the term “knowledge as of the Company,” and any similar phrasedate hereof, means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx there is no contract or Xxxx Xxxxx.agreement that is material

Permits and Compliance. The Company Each of Parent and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity which, to the Knowledge of Parent (collectivelyas hereinafter defined), “Permits”) are necessary for the Company Parent or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company "Parent Permits”"), except where the failure to have any of the Company PermitsParent Permits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyParent, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Parent Permits is pending or, to the knowledge Knowledge of the CompanyParent, threatened, except where the suspension or cancellation of any of the Company PermitsParent Permits would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyParent. Neither the Company Parent nor any of its Subsidiaries is in violation of (iA) its charterCharter, by-laws Bylaws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (iB) and (iiC), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. Except as disclosed in the CompanyParent SEC Documents filed prior to the date of this Agreement there is no contract or agreement that is material to the business, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole. As used Except as set forth in the Parent SEC Documents, prior to the date of this Agreement, no event of default or event that, but for the term “knowledge giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by Parent of the Company,” transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any such Subsidiary is bound or to which any of the properties, assets or operations of Parent or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Set forth on Schedule 2.8 of the Disclosure Schedule is a description of any material changes to the amount and any similar phrase, terms of the indebtedness of the Parent and its Subsidiaries as described on Parent's Annual Report on Form 10-K. "Knowledge of Parent" means the actual knowledge of Xxxx Xxxxxxxxxxany of the Chief Executive Officer, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxx.Chief Operating Officer and Chief Financial Officer of the Parent. SECTION 2.9

Permits and Compliance. The Except as set forth in Section 3.8 of the Company Letter, each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”) necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have any of the Company Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (iA) its charter, by-laws or equivalent documents or other organizational documents, (iiB) any applicable Lawlaw, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iA), (B) and (iiC), for any violations that, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Material Adverse Effect on the Company. As used Except as disclosed in this Agreement, the term “knowledge of the Company,” and any similar phrase, means the actual knowledge of Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxx.Company SEC