Common use of Permits and Compliance Clause in Contracts

Permits and Compliance. (a) Except as disclosed in the Company SEC Documents filed before the date hereof, each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as disclosed in the Company SEC Documents filed before the date hereof, neither the Company nor any of its Subsidiaries is in violation of (A) the charter, by-laws or other organizational documents of the Company or any of its Significant Subsidiaries, (B) the charter, by-laws or other organizational documents of any Subsidiary that is not a Significant Subsidiary, (C) any applicable law, ordinance, administrative or governmental rule or regulation or (D) 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 (B), (C) or (D), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company.

Permits and Compliance. (a) Except as disclosed in the Company Parent SEC Documents filed before the date hereof, each of the Company Parent and 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 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 Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent. Except as disclosed in the Company Parent SEC Documents filed before the date hereof, neither the Company Parent nor any of its Subsidiaries is in violation of (A) the its charter, by-laws or other organizational documents of the Company or any of its Significant Subsidiariesdocuments, (B) the charter, by-laws or other organizational documents of any Subsidiary that is not a Significant Subsidiary, (C) any applicable law, ordinance, administrative or governmental rule or regulation or (DC) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company Parent or any of its Subsidiaries, except, in the case of clauses (B), ) and (C) or (D), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the CompanyParent.

Permits and Compliance. (a) Except as disclosed in the Company SEC Documents filed before the date hereof, each Each of the Company Parent Companies and its their respective Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company Parent Companies or any of its their 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 Permits would notParent Permits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company. Except Parent Companies, and, as disclosed of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of the Parent Companies (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits, individually or in the Company SEC Documents filed before aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the date hereof, neither Parent Companies. None of the Company nor Parent Companies or any of its their Subsidiaries is in violation of (A) the their respective charter, by-laws or other organizational documents of the Company or any of its Significant Subsidiariesdocuments, (B) the charter, by-laws or other organizational documents of any Subsidiary that is not a Significant Subsidiary, (C) any applicable law, ordinance, administrative or governmental rule or regulation or (DC) 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 (B), (C) or (D), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company.or

Permits and Compliance. (a) Except as disclosed in the Company SEC Documents filed before the date hereofset forth on Item 2 of Schedule 2.8, each of the Company Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 (collectively, the "Company Parent Permits"), except where the failure to have any of the Company Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the Company. Except date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the "Knowledge of Parent" (as disclosed defined in this Section 2.8), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the Company SEC Documents filed before the date hereofaggregate, neither the Company have a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries is in default or violation of (A) the its charter, by-laws bylaws or other organizational documents of the Company or any of its Significant Subsidiariesdocuments, (B) the charter, by-laws or other organizational documents of any Subsidiary that is not a Significant Subsidiary, (C) any applicable law, ordinance, administrative or governmental rule or regulation or regulation, (DC) 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 (B), (C) or (D), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company.9

Permits and Compliance. (a) Except as disclosed in the Company SEC Documents filed before the date hereofset forth on Item 2 of Schedule 2.8, each of the Company Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 (collectively, the "Company Parent Permits"), except where the failure to have any of the Company Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the Company. Except date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the "Knowledge of Parent" (as disclosed defined in this Section 2.8), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the Company SEC Documents filed before the date hereofaggregate, neither the Company have a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries is in default or violation of (A) the its charter, by-laws bylaws or other organizational documents of the Company or any of its Significant Subsidiariesdocuments, (B) the charter, by-laws or other organizational documents of any Subsidiary that is not a Significant Subsidiary, (C) any applicable law, ordinance, administrative or governmental rule or regulation or regulation, (DC) 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 (B), (C) or (D), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company.A-8