Common use of Compliance; Permits; Restrictions Clause in Contracts

Compliance; Permits; Restrictions. (a) Neither Parent nor Merger Sub is in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which it or any of its properties are bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any of their respective properties is bound or affected except for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effect. To the knowledge of Parent, no investigation or review by any Governmental Entity is pending or threatened against Parent or Merger Sub, nor has any Governmental Entity indicated in writing an intention to conduct the same. There is no agreement, judgment, injunction, order or decree binding upon Parent or Merger Sub which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger Sub, any acquisition of material property by Parent or Merger Sub or the conduct of business by Parent as currently conducted. (b) Parent and Merger Sub hold all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which are necessary to the conduct of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “Parent Permits”). Parent and Merger Sub are in compliance in all material respects with the terms of the Parent Permits.

Compliance; Permits; Restrictions. (a) Neither Parent nor Merger Sub is any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which it Parent or any of its subsidiaries or any of their respective properties are is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any of their respective properties is bound or affected affected, except for those conflicts, violations and defaults that (individually or violations which in the aggregate) would not be reasonably expected cause Parent to have a Parent Material Adverse Effectlose any material benefit or incur any material liability. To the knowledge of Parent, no No investigation or review by any Governmental Entity is pending or or, to Parent's knowledge, has been threatened in a writing delivered to Parent against Parent or Merger Subany of its subsidiaries, nor nor, to Parent's knowledge, has any Governmental Entity indicated in writing an intention to conduct the samean investigation of Parent or any of its subsidiaries. There is no material agreement, judgment, injunction, order or decree binding upon Parent or Merger Sub any of its subsidiaries which has or would could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger SubParent, any acquisition of material property by Parent or Merger Sub or the conduct of business by Parent as currently conducted. (b) Parent and Merger Sub hold its subsidiaries hold, to the extent legally required, all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which governmental authorities that are necessary material to and required for the conduct operation of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, as currently conducted (collectively, the “Parent Permits”"PARENT PERMITS"). Parent and Merger Sub its subsidiaries are in compliance in all material respects with the terms of the Parent Permits, except where the failure to be in compliance with the terms of the Parent Permits would not be material to Parent.

Compliance; Permits; Restrictions. (a) Neither Parent nor Merger Sub is any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) to the knowledge of Parent, any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which it Parent or any of its subsidiaries or any of their respective businesses or properties are is, or Parent believes is reasonably likely to be bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any of their respective properties is bound or affected affected, except for those conflicts, violations and defaults that (individually or violations which in the aggregate) would not be reasonably expected cause Parent to have a Parent Material Adverse Effectlose any material benefit or incur any material liability. To the knowledge of Parent, no No investigation or review by any Governmental Entity is pending or or, to Parent's knowledge, has been threatened in a writing delivered to Parent against Parent or Merger Subany of its subsidiaries, nor nor, to Parent's knowledge, has any Governmental Entity indicated in writing an intention to conduct the samean investigation of Parent or any of its subsidiaries. There is no material agreement, judgment, injunction, order or decree binding upon Parent or Merger Sub any of its subsidiaries which has or would could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger Subany of its subsidiaries, any acquisition of material property by Parent or Merger Sub any of its subsidiaries or the conduct of business by Parent as currently conducted. (b) Parent and Merger Sub hold its subsidiaries hold, to the extent legally required, all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which that are necessary material to and required for the conduct operation of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, as currently conducted (collectively, the “Parent Permits”"PARENT PERMITS"). Parent and Merger Sub its subsidiaries are in compliance in all material respects with the terms of the Parent Permits, except where the failure to be in compliance with the terms of Parent Permits would not be material to Parent.

Compliance; Permits; Restrictions. (a) Neither Parent nor ▇▇▇▇▇▇ Merger Sub is in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or ▇▇▇▇▇▇ Merger Sub or by which it its or any of its their respective properties are is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or ▇▇▇▇▇▇ Merger Sub is a party or by which Parent or ▇▇▇▇▇▇ Merger Sub or its or any of their respective properties is bound or affected except for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effect. To the knowledge of Parent, no investigation or review by any Governmental Entity is pending or threatened against Parent or ▇▇▇▇▇▇ Merger Sub, nor has any Governmental Entity indicated in writing an intention to conduct the same, other than those which would not reasonably be expected to have a Parent Material Adverse Effect. There is no agreement, judgment, injunction, order or decree binding upon Parent or ▇▇▇▇▇▇ Merger Sub which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or ▇▇▇▇▇▇ Merger Sub, any acquisition of material property by Parent or ▇▇▇▇▇▇ Merger Sub or the conduct of business by Parent as currently conducted. (b) Parent and ▇▇▇▇▇▇ Merger Sub hold all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which are necessary to the conduct of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “Parent Permits”). Parent and ▇▇▇▇▇▇ Merger Sub are in compliance in all material respects with the terms of the Parent Permits.

Compliance; Permits; Restrictions. (a) Neither The Parent nor Merger Sub is not in any material respect, in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to the Parent or Merger Sub or by which it the Parent or any of its respective properties are is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent or Merger Sub is a party or by which the Parent or Merger Sub or its or any of their respective properties is bound or affected except for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effectaffected. To the knowledge of Parent, no No investigation or review by any Governmental Entity is pending or or, to the Parent's knowledge, threatened against Parent or Merger Subthe Parent, nor has any Governmental Entity indicated in writing an intention to conduct the same. There is no agreement, judgment, injunction, order or decree binding upon the Parent or Merger Sub which has or would could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger Subthe Parent, any acquisition of material property by the Parent or Merger Sub or the conduct of business by the Parent as currently conducted. (b) . The Parent and Merger Sub hold holds all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which governmental authorities that are necessary material to the conduct operation of the business of the Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “Parent Permits”"PARENT PERMITS"). The Parent and Merger Sub are is in compliance in all material respects with the terms of the Parent Permits. Except as disclosed in the Parent Disclosure Letter, the Parent has no knowledge of any pending regulatory action of any sort against the Parent, or the Parent's products by any regulatory agency or any other duly authorized governmental authority which could have a Material Adverse Effect on the Parent or in any material way limit or restrict the ability of the Parent to market its existing products. Except as set forth in the Parent Disclosure Letter, the Parent, has not knowingly committed or permitted to exist any violation of the rules and regulations of any regulatory agency or any other duly authorized governmental authority.

Compliance; Permits; Restrictions. (a) Neither Parent nor Merger Sub is any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which it Parent or any of its subsidiaries or any of their respective properties are is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any of their respective properties is bound or affected affected, except for those conflicts, violations and defaults that (individually or violations which in the aggregate) would not be reasonably expected cause Parent to have a Parent Material Adverse Effectlose any material benefit or incur any material liability. To the knowledge of Parent, no No investigation or review by any Governmental Entity is pending or or, to Parent's knowledge, has been threatened in a writing delivered to Parent against Parent or Merger Subany of its subsidiaries, nor nor, to Parent's knowledge, has any Governmental Entity indicated in writing an intention to conduct the samean investigation of Parent or any of its subsidiaries. There is no material agreement, judgment, injunction, order or decree binding upon Parent or Merger Sub any of its subsidiaries which has or would could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger Subany of its subsidiaries, any acquisition of material property by Parent or Merger Sub any of its subsidiaries or the conduct of business by Parent as currently conducted. (b) Parent and Merger Sub hold its subsidiaries hold, to the extent legally required, all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which that are necessary material to and required for the conduct operation of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, as currently conducted (collectively, the “"Parent Permits”"). Parent and Merger Sub its subsidiaries are in compliance in all material respects with the terms of the Parent Permits, except where the failure to be in compliance with the terms of Parent Permits would not be material to Parent.

Compliance; Permits; Restrictions. (a) Neither Parent nor Merger Sub MMMB is in conflict with, or in default or violation of of: (i) any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub MMMB or by which it or any of its properties are bound or affected, or ; or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub MMMB is a party or by which Parent or Merger Sub MMMB or its or any of their respective properties is bound or affected except for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effect. . (b) To the knowledge of Parent’s knowledge, no investigation or review by any Governmental Entity governmental entity is pending or threatened against Parent or Merger SubMMMB, nor has any Governmental Entity governmental entity indicated in writing an intention to conduct the same. There is no agreement, judgment, injunction, order or decree binding upon Parent or Merger Sub MMMB which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger SubMMMB, any acquisition of material property by Parent or Merger Sub MMMB or the conduct of business by Parent as currently conducted. (bc) Parent and Merger Sub MMMB hold all permits, licenses, variances, exemptions, orders orders, and approvals from Governmental Entities which are necessary to the conduct of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “Parent Permits”). Parent and Merger Sub MMMB are in compliance in all material respects with the terms of the Parent Permits.

Compliance; Permits; Restrictions. (a) Neither The Parent nor Merger Sub is not, in any material respect, in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to the Parent or Merger Sub or by which it the Parent or any of its properties are is bound or affected, or (ii) except as set forth in Section 3.9 of the Parent Disclosure Letter, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Parent or Merger Sub is a party or by which the Parent or Merger Sub or its or any of their respective properties is bound or affected except for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effectaffected. To the knowledge of Parent, no No investigation or review by any Governmental Entity is pending or or, to the Parent's knowledge, threatened against Parent or Merger Subthe Parent, nor has any Governmental Entity indicated in writing an intention to conduct the same. There is no agreement, judgment, injunction, order or decree binding upon the Parent or Merger Sub which has or would could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger Subthe Parent, any acquisition of material property by the Parent or Merger Sub or the conduct of business by the Parent as currently conducted. (b) The Parent and Merger Sub its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities governmental authorities which are necessary material to the conduct operation of the business of the Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “"Parent Permits”"). The Parent and Merger Sub its subsidiaries are in compliance in all material respects with the terms of the Parent Permits. (c) Except as disclosed in Section 3.9(c) of the Parent Disclosure Letter, the Parent has no knowledge of any pending regulatory action of any sort against the Parent by any regulatory agency or any other duly authorized governmental authority in any jurisdiction which could have a Material Adverse Effect on the Parent. Except as set forth on Section 3.9(c) of the Parent Disclosure Letter, the Parent has not knowingly committed or permitted to exist any violation of the rules and regulations of any regulatory agency or any other duly authorized governmental authority.

Compliance; Permits; Restrictions. Except as disclosed on Schedule 3.9, (a) Neither Parent nor Merger Sub any of its Subsidiaries is in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its Subsidiaries or by which it its or any of its their respective properties are is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its Subsidiaries is a party or by which Parent or Merger Sub any of its Subsidiaries or its or any of their respective properties is bound or affected except for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effect. To Except as disclosed on Schedule 3.9 to the knowledge of Parent, no investigation or review by any Governmental Entity is pending or threatened against Parent or Merger Subany of its Subsidiaries, nor has any Governmental Entity indicated in writing an intention to conduct the same; other than those which would not reasonably be expected to have a Parent Material Adverse Effect. There is no agreement, judgment, injunction, order or decree binding upon Parent or Merger Sub any of its Subsidiaries which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger Subany of its Subsidiaries, any acquisition of material property by Parent or Merger Sub any of its Subsidiaries or the conduct of business by Parent as currently conducted. (b) Parent and Merger Sub its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which are necessary to the conduct of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “"Parent Permits”"). Parent and Merger Sub its Subsidiaries are in compliance in all material respects with the terms of the Parent Permits.

Compliance; Permits; Restrictions. (a) Neither Parent nor Merger Sub is not, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which it or any of its properties are Parent is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any of their respective properties is bound or affected bound, except for those conflicts, violations and defaults that (individually or violations which in the aggregate) would not be reasonably expected cause Parent to have a Parent Material Adverse Effectlose any material benefit or incur any material liability. To the knowledge of Parent, no No investigation or review by any Governmental Entity is pending or or, to Parent's knowledge, has been threatened in a writing delivered to Parent against Parent or Merger SubParent, nor nor, to Parent's knowledge, has any Governmental Entity indicated in writing an intention to conduct the samean investigation of Parent. There is no material agreement, judgment, injunction, order or decree binding upon Parent or Merger Sub which has or would could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger SubParent, any acquisition of material property by Parent or Merger Sub or the conduct of business by Parent as currently conducted. (b) Parent and Merger Sub hold holds, to the extent legally required, all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which governmental authorities that are necessary material to and required for the conduct operation of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, as currently conducted (collectively, the “"Parent Permits”"). Parent and Merger Sub are is in compliance in all material respects with the terms of the Parent Permits, except where the failure to be in compliance with the terms of the Parent Permits would not be material to Parent.

Compliance; Permits; Restrictions. (a) Neither Parent nor Chelsea Merger Sub is in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or Chelsea Merger Sub or by which it its or any of its their respective properties are is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Chelsea Merger Sub is a party or by which Parent or Chelsea Merger Sub or its or any of their respective properties is bound or affected except for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effect. To the knowledge of Parent, no investigation or review by any Governmental Entity is pending or threatened against Parent or Chelsea Merger Sub, nor has any Governmental Entity indicated in writing an intention to conduct the same; other than those which would not reasonably be expected to have a Parent Material Adverse Effect. There is no agreement, judgment, injunction, order or decree binding upon Parent or Chelsea Merger Sub which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Chelsea Merger Sub, any acquisition of material property by Parent or Chelsea Merger Sub or the conduct of business by Parent as currently conducted. (b) Parent and Chelsea Merger Sub hold all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which are necessary to the conduct of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “Parent Permits”). Parent and Chelsea Merger Sub are in compliance in all material respects with the terms of the Parent Permits.

Compliance; Permits; Restrictions. (a) Neither Parent nor Merger Sub is in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which it its or any of its their respective properties are is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any of their respective properties is bound or affected affected, except with respect to clause (i) for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effect. To the knowledge of Parent, no investigation or review by any Governmental Entity is pending or threatened against Parent or Merger Sub, nor has any Governmental Entity indicated in writing an intention to conduct the same. There is no agreement, judgment, injunction, order or decree binding upon Parent or Merger Sub which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger Sub, any acquisition of material property by Parent or Merger Sub or the conduct of business by Parent as currently conducted. (b) Parent and Merger Sub hold all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which are necessary to the conduct of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “Parent Permits”). Parent and Merger Sub are in compliance in all material respects with the terms of the Parent Permits.

Compliance; Permits; Restrictions. (a) Neither Parent nor Merger Sub is in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which it its or any of its their respective properties are is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any of their respective properties is bound or affected except for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effect. To the knowledge of Parent, no investigation or review by any Governmental Entity is pending or threatened against Parent or Merger Sub, nor has any Governmental Entity indicated in writing an intention to conduct the same; other than those which would not reasonably be expected to have a Parent Material Adverse Effect. There is no agreement, judgment, injunction, order or decree binding upon Parent or Merger Sub which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger Sub, any acquisition of material property by Parent or Merger Sub or the conduct of business by Parent as currently conducted. (b) Parent and Merger Sub hold all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which are necessary to the conduct of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “Parent Permits”). Parent and Merger Sub are in compliance in all material respects with the terms of the Parent Permits.

Compliance; Permits; Restrictions. (a) Neither Parent nor Merger or Acquisition Sub is in conflict with, or in default or violation of of: (i1) any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Acquisition Sub or by which it or any of its properties are bound or affected, or ; or (ii2) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Acquisition Sub is a party or by which Parent or Merger Acquisition Sub or its or any of their respective properties is bound or affected except for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effect. . (b) To the knowledge of ParentParent or Acquisition Sub, no investigation or review by any Governmental Entity governmental entity is pending or threatened against Parent or Merger Acquisition Sub, nor has any Governmental Entity governmental entity indicated in writing an intention to conduct the same. There is no agreement, judgment, injunction, order or decree binding upon Parent or Merger Acquisition Sub which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger Acquisition Sub, any acquisition of material property by Parent or Merger Acquisition Sub or the conduct of business by Parent as currently conducted. (bc) Parent and Merger Acquisition Sub hold all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which are necessary to the conduct of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “Parent Permits”). Parent and Merger Acquisition Sub are in compliance in all material respects with the terms of the Parent Permits.

Compliance; Permits; Restrictions. (a) a. Neither Parent nor Merger Sub BA is in conflict with, or in default or violation of (i) of: i. any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub BA or by which it or any of its properties are bound or affected, or (; or ii) . any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub BA is a party or by which Parent or Merger Sub BA or its or any of their respective properties is bound or affected except for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effect. . b. To the knowledge of Parent, no investigation or review by any Governmental Entity is pending or threatened against Parent or Merger SubBA, nor has any Governmental Entity indicated in writing an intention to conduct the same. There is no agreement, judgment, injunction, order or decree binding upon Parent or Merger Sub BA which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger SubBA, any acquisition of material property by Parent or Merger Sub BA or the conduct of business by Parent as currently conducted. (b) c. Parent and Merger Sub BA hold all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which are necessary to the conduct of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “Parent Permits”). Parent and Merger Sub BA are in compliance in all material respects with the terms of the Parent Permits.

Compliance; Permits; Restrictions. (a) Neither Parent nor Merger Sub any of its subsidiaries is in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub such subsidiary or by which it its or any of its their respective properties are is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any of their respective properties is bound or affected except for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effect. To the knowledge of Parent, no investigation or review by any Governmental Entity is pending or threatened against Parent or Merger Subany of its subsidiaries, nor has any Governmental Entity indicated in writing an intention to conduct the same; other than those which would not reasonably be expected to have a Parent Material Adverse Effect. There is no agreement, judgment, injunction, order or decree binding upon Parent or Merger Sub any of its subsidiaries which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger Subany of its subsidiaries, any acquisition of material property by Parent or Merger Sub any of its subsidiaries or the conduct of business by Parent or any of its subsidiaries as currently conducted. (b) Parent and Merger Sub hold each of its subsidiaries holds all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which are necessary to the conduct of the its business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “Parent Permits”). Parent and Merger Sub each of its subsidiaries are in compliance in all material respects with the terms of the Parent Permits.

Compliance; Permits; Restrictions. (a) Neither Parent nor Merger Sub is any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which it Parent or any of its subsidiaries or any of their respective properties are is bound or affected, ; or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any of their respective properties is bound or affected affected, except for those conflicts, violations and defaults that (individually or violations which in the aggregate) would not be reasonably expected cause Parent to have a Parent Material Adverse Effectlose any material benefit or incur any material liability. To the knowledge of Parent, no No investigation or review by any Governmental Entity is pending or or, to Parent's knowledge, has been threatened in a writing delivered to Parent against Parent or Merger Subany of its 47 subsidiaries, nor nor, to Parent's knowledge, has any Governmental Entity indicated in writing an intention to conduct the samean investigation of Parent or any of its subsidiaries. There is no material agreement, judgment, injunction, order or decree binding upon Parent or Merger Sub any of its subsidiaries which has or would could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger Subany of its subsidiaries, any acquisition of material property by Parent or Merger Sub any of its subsidiaries or the conduct of business by Parent as currently conducted. (b) Parent and Merger Sub hold its subsidiaries hold, to the extent legally required, all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which that are necessary material to and required for the conduct operation of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, as currently conducted (collectively, the “Parent Permits”"PARENT PERMITS"). Parent and Merger Sub its subsidiaries are in compliance in all material respects with the terms of the Parent Permits, except where the failure to be in compliance with the terms of Parent Permits would not be material to Parent.

Compliance; Permits; Restrictions. (a) Neither Parent nor Merger Sub is in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which it its or any of its their respective properties are is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any of their respective properties is bound or affected except for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effect. To the knowledge of Parent, no investigation or review by any Governmental Entity is pending or threatened against Parent or Merger Sub, nor has any Governmental Entity indicated in writing an intention to conduct the same; other than those which would not reasonably be expected to have a Parent Material Adverse Effect. There is no agreement, judgment, injunction, order or decree binding upon Parent or Merger Sub which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or Merger Sub, any acquisition of material property by Parent or Merger Sub or the conduct of business by Parent as currently conducted. (b) Parent and Merger Sub hold all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which are necessary to the conduct of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “Parent Permits”"PARENT PERMITS"). Parent and Merger Sub are in compliance in all material respects with the terms of the Parent Permits.

Compliance; Permits; Restrictions. (a) Neither Parent nor ▇▇▇▇▇▇▇ Merger Sub is in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or ▇▇▇▇▇▇▇ Merger Sub or by which it its or any of its their respective properties are is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or ▇▇▇▇▇▇▇ Merger Sub is a party or by which Parent or ▇▇▇▇▇▇▇ Merger Sub or its or any of their respective properties is bound or affected except for those conflicts, defaults or violations which would not be reasonably expected to have a Parent Material Adverse Effect. To the knowledge of Parent, no investigation or review by any Governmental Entity is pending or threatened against Parent or ▇▇▇▇▇▇▇ Merger Sub, nor has any Governmental Entity indicated in writing an intention to conduct the same, other than those which would not reasonably be expected to have a Parent Material Adverse Effect. There is no agreement, judgment, injunction, order or decree binding upon Parent or ▇▇▇▇▇▇▇ Merger Sub which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or ▇▇▇▇▇▇▇ Merger Sub, any acquisition of material property by Parent or ▇▇▇▇▇▇▇ Merger Sub or the conduct of business by Parent as currently conducted. (b) Parent and ▇▇▇▇▇▇▇ Merger Sub hold all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities which are necessary to the conduct of the business of Parent except those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, (collectively, the “Parent Permits”). Parent and ▇▇▇▇▇▇▇ Merger Sub are in compliance in all material respects with the terms of the Parent Permits.