Common use of PERMITS AND INTANGIBLES Clause in Contracts

PERMITS AND INTANGIBLES. The COMPANY holds all licenses, franchises, permits and other governmental authorizations that are necessary for the operation of the business of the COMPANY as now conducted, and the COMPANY has delivered to VPI an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, including permits, titles, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the COMPANY (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). The licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing, except for inadvertent, immaterial noncompliance with such requirements, standards, criteria and conditions (provided that any such noncompliance shall be deemed a breach of this Section 5.12 for purposes of Section 11 hereof). Except as specifically provided on Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the COMPANY by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY Each of the COMPANIES holds all licenses, franchises, permits and other governmental authorizations that are necessary for the operation of the business of the such COMPANY as now conducted, and the such COMPANY has delivered to VPI an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, including permits, titles, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the such COMPANY (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). The licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 are valid, and the such COMPANY has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY Each of the COMPANIES has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing, except for inadvertent, immaterial noncompliance with such requirements, standards, criteria and conditions (provided that any such noncompliance shall be deemed a breach of this Section 5.12 for purposes of Section 11 hereof). Except as specifically provided on Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the each COMPANY by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY holds Company, or its employees, as appropriate, hold all material licenses, franchises, permits and other governmental authorizations that are required or necessary for in connection with the operation conduct of the business of the COMPANY as now conducted, and the COMPANY has delivered to VPI Company's business. SCHEDULE 2.8 sets forth an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, including permits, titles, titles (including licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the COMPANY Company or any of its employees (including interests in software or other technology systems, programs and intellectual property; provided, however, that SCHEDULE 2.8 need not individually list each of the individual software licenses for wordprocessing and similar software loaded on the Company's personal computers, it being understood that the Company holds licenses for such software) (collectively, the "Intangible Assets") (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13SCHEDULE 2.9). The licenses, franchises, permits Intangible Assets and other governmental authorizations listed on Schedules 5.12 SCHEDULES 2.8 and 5.13 2.9 are valid, and the COMPANY Company has not received any notice that any governmental authority person intends to cancel, terminate or not renew any such license, franchise, permit Intangible Assets or other governmental authorization. The COMPANY Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits Intangible Assets and other governmental authorizations listed on Schedules 5.12 SCHEDULES 2.8 and 5.13 2.9 and is not in violation of any of the foregoing, except for inadvertent, immaterial noncompliance with such requirements, standards, criteria and conditions (provided that any such noncompliance shall be deemed a breach of this Section 5.12 for purposes of Section 11 hereof). Except as specifically provided set forth on Schedule 5.12SCHEDULE 2.8 or 2.9, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the COMPANY Company by, any such licenses, franchises, permits Intangible Assets or government other governmental authorizations.

PERMITS AND INTANGIBLES. The COMPANY Company holds all licenses, franchises, permits and other governmental authorizations that are necessary for ("Authorizations") required in connection with the operation conduct of the Company's business of except where the COMPANY as now conducted, and the COMPANY has delivered failure to VPI hold any such Authorization would not have a Material Adverse Effect. Schedule 2.8 sets forth an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizationsAuthorizations, including permits, titles, titles (including licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the COMPANY Company or any of its employees (including interests in software or other technology systems, programs and intellectual property) (collectively, the "Intangible Assets") (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.132.9). The licensesTo the best of the Company's knowledge, franchises, permits the Intangible Assets and other governmental authorizations Authorizations listed on Schedules 5.12 2.8 and 5.13 2.9 are valid, and the COMPANY Company has not received any notice that any governmental authority person intends to cancel, terminate or not renew any such license, franchise, permit Intangible Assets or other governmental authorizationAuthorization. The COMPANY Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits Intangible Assets and other governmental authorizations Authorizations listed on Schedules 5.12 2.8 and 5.13 2.9 and is not in violation of any of the foregoing, foregoing except for inadvertent, immaterial noncompliance with such requirements, standards, criteria and conditions (provided that where any such noncompliance shall be deemed violation would not have a breach of this Section 5.12 for purposes of Section 11 hereof)Material Adverse Effect. Except as specifically provided set forth on Schedule 5.122.8 or 2.9, (a) the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the COMPANY Company by, any such licensesIntangible Assets or Authorizations, franchises, permits or government authorizationsand (b) all of such rights and benefits will be rights and benefits of the Surviving Corporation upon consummation of the Merger.

PERMITS AND INTANGIBLES. The COMPANY holds all licenses, franchises, permits and other governmental authorizations that are necessary for the operation of the business of the COMPANY as now conducted, and the COMPANY has delivered to VPI an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, including permits, titles, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the COMPANY (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). The licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The Except as set forth on Schedule 5.12, the COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing, except for inadvertent, immaterial noncompliance with such requirements, standards, criteria and conditions (provided that any such noncompliance shall be deemed a breach of this Section 5.12 for purposes of Section 11 hereof). Except as specifically provided on Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the COMPANY by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY Each of the COMPANIES holds all licenses, franchises, permits and other governmental authorizations that are necessary for the operation of the business of the such COMPANY as now conducted, and the such COMPANY has delivered to VPI an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, including permits, titles, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the such COMPANY (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). The licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 are valid, and the such COMPANY has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY Each of the COMPANIES has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing, except for inadvertent, immaterial noncompliance with such requirements, standards, criteria and conditions (provided that any such noncompliance shall be deemed a breach of this Section 5.12 for purposes of Section 11 hereof). Except as specifically provided on Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the COMPANY by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The Except as set forth on Schedule 5.12, the COMPANY holds all licenses, franchises, permits and other governmental authorizations that are necessary for the operation of the business of the COMPANY as now conducted, and the COMPANY has delivered to VPI an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, including permits, titles, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the COMPANY (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). The licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing, except for inadvertent, immaterial noncompliance with such requirements, standards, criteria and conditions (provided that any such noncompliance shall be deemed a breach of this Section 5.12 for purposes of Section 11 hereof). Except as specifically provided on Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the COMPANY by, any such licenses, franchises, permits or government authorizations.