Common use of Permits and Consents Clause in Contracts

Permits and Consents. Seller has all Permits required to conduct the Business, except where the failure to obtain such Permits would not have a Material Adverse Effect on the Assets or the Business. All Permits of Seller related to the Business are valid and in full force and effect and are listed on Schedule 4.6. Except as disclosed on Schedule 4.6, no notice to, declaration, filing or registration with, or authorization, or Consent or approval of, or Permit from, any governmental or regulatory body or authority, or any other person or entity, is required to be made or obtained by Seller in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby, except where the failure to comply with such requirement would not have a Material Adverse Effect on the Assets or the consummation of the transactions contemplated hereby. Schedule 4.6 sets forth all Consents required for the assignment by Seller to Buyer of the Assumed Contracts. All of the Assumed Contracts will be enforceable by Buyer after the Closing to the same extent as if the transactions contemplated by this Agreement had not been consummated.

Permits and Consents. Seller has Sellers have all Permits required to conduct the -------------------- Business, except where the failure to obtain such Permits would not have a Material Adverse Effect on the Assets or the Business. All Permits of Seller Sellers related to the Business are valid and in full force and effect and are listed on Schedule 4.64.7. Except as disclosed on Schedule 4.64.7, no notice to, declaration, filing or registration with, or authorization, or Consent consent or approval of, or Permit from, any governmental or regulatory body or authorityauthority (including without limitation the U.S. Small Business Administration), or any other person or entity, is required to be made or obtained by Sellers or the Seller Stockholder in connection with the execution, delivery or performance of this Agreement or the New Leases and the consummation of the transactions contemplated hereby, except where the failure to comply with such requirement would not have a Material Adverse Effect on the Assets or the consummation of the transactions contemplated herebyhereby and thereby. Schedule 4.6 4.7 sets forth all Consents consents required for the assignment by Seller Central to Buyer of the Assumed Contracts. All of the Assumed Contracts will be enforceable by Buyer after the Closing to the same extent as if the transactions contemplated by this Agreement had not been consummated. Each of Central and EL and the Seller Stockholder have legal authority to enter into the New Leases to which it or they will be parties and to convey to Buyer the leasehold interests created thereby, and no consent of the lessor under the Existing Lease, of any lender, or of any other person or entity is required for the execution by Sellers or the Seller Stockholder of the New Leases.