Common use of Permits; Compliance Clause in Contracts

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the 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, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance. Each Except as set forth in Section 3.06 of the Disclosure Schedule, each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority Entity necessary for each of the Company or the Subsidiaries any Company Subsidiary 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, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not reasonably be expected to (a) have a Material Adverse Effect. No Effect or (b) prevent or materially delay the performance of this Agreement by the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach default or violation of, (ai) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, affected or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party to or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is boundbound by, except for any such conflicts, defaults, breaches defaults or violations that would not, individually or in the aggregate, not reasonably be expected to (A) have a Material Adverse EffectEffect or (B) prevent or materially delay the performance of this Agreement by the Company.

Permits; Compliance. Each (a) Except as disclosed in Section 4.08(a) of the Disclosure Schedule, each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, certifications, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries any Company Subsidiary 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, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. No and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not have a Company Material Adverse Effect. Neither . (b) Except as disclosed in Section 4.08(b) of the Disclosure Schedule, neither the Company nor any Company Subsidiary is in conflict with, or in default, breach default or violation of, (ai) any Law (including, without limitation, any Law related to export of products or technology) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permitpermit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is boundbound or affected or (iii) any Company Permits, except in the case of each of clauses (i), (ii) and (iii), for any such conflicts, defaults, breaches defaults or violations that would not, individually or in the aggregate, not have a Company Material Adverse Effect. (c) Except as disclosed in Section 4.08(c) of the Disclosure Schedule, since January 1, 1998, there have been no written notices, citations or decisions by any Governmental Authority that the Company or any Company Subsidiary fails to meet any applicable standards promulgated by any such Governmental Authority, and the Company does not know of any such failure. Except as disclosed in Section 4.08(c) of the Disclosure Schedule, the Company and the Company Subsidiaries have complied in all material respects with the Laws, regulations, policies, procedures and specifications applicable to the Company and the Company Subsidiaries with respect to the services provided and the business operated by the Company and any Company Subsidiary.

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted, or as presently contemplated to be conducted (the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually not prevent or in materially delay consummation of the aggregate, Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the which suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually not prevent or in materially delay consummation of the aggregate, Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted or presently contemplated to be conducted (the "Company “Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not have a Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, of any of the Company Permits would not, individually or in the aggregate, not have a Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for for, with respect to clauses (a) and (b) of this sentence, any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, not have a Material Adverse Effect. Neither the Company nor any Subsidiary holds or is required to hold any security clearance issued by a Governmental Authority or is required to be a party to any special security arrangement with a Governmental Authority to conduct any material portion of its business.

Permits; Compliance. Each (a) Except as disclosed in Section 3.06(a) of the Company Disclosure Schedule, each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority Entity necessary for each of the Company or the Subsidiaries any Company Subsidiary 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 haveobtain any such Company Permits would not prevent or materially delay consummation of the Merger, or the suspension otherwise prevent or cancellation of, any of materially delay the Company Permits from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any . (b) Except as disclosed in Section 3.06(b) of the Company Permits would notDisclosure Schedule, individually or in the aggregate, have a Material Adverse Effect. Neither neither the Company nor any Company Subsidiary is in conflict with, or in default, breach default or violation of, any (ai) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permitpermit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is boundbound or affected or (iii) Company Permits, except in each case for any such conflicts, defaults, breaches defaults or violations that would not prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance. a. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (the "“Company Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. . b. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (ai) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth in Section 3.07(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company, including the consummation of the Merger and the other Transactions, will not (A) require the Company or any Subsidiary to give notice to, or obtain any consent from, any person under, (B) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or (C) give to others any right of termination, amendment or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any contract, agreement or other obligation, except for such notices, authorizations, consents or approvals which would not, individually or in the aggregate, have a Company Material Adverse Effect.

Permits; Compliance. Each of the Company and the Company Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the 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, or the suspension or cancellation of, any . Each of the Company Permits would not, individually or is valid and binding and in the aggregate, have a Material Adverse Effect. No full force and effect in accordance with its terms and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is and, since January 1, 2010 has been, in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affectedsubject, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise Contract or other instrument or obligation Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except except, in either case, for any such conflicts, defaults, breaches or violations that would notnot constitute a Material Adverse Effect. Except as set forth in Section 3.06 of the Disclosure Letter, individually since January 1, 2010, no Governmental Authority has issued any notice or notification stating that the Company or any Company Subsidiary is not in the aggregatecompliance with any Law, have except where such noncompliance would not constitute a Material Adverse Effect.

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the 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, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. No 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, or threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect.

Permits; Compliance. Each of the The Company and the Subsidiaries is in possession of all ------------------- franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted, or as presently contemplated to be conducted (the "Company Permits"), except where the failure to have, ------- or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not have a Material Adverse Effect. No suspension or cancellation of any of the Company Permits Permits, which if adversely determined, would have a Material Adverse Effect, is pending or, to the knowledge Knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the . The Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary is not in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually not (A) prevent or in materially delay consummation of the aggregate, Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and (B) have a Material Adverse Effect.

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the 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, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance. Each of the Company and the Subsidiaries each Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries any Subsidiary to own, lease and operate its properties or and assets and to carry on its business as it is now being conducted (the "Company “Permits"”), except where the failure to have, or the suspension or cancellation of, have any of the Company Permits would nothave not had and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company and each Subsidiary is in compliance with such Permits, except where the failure to be in compliance have not had and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, of any of the Company Permits would nothave not had and could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. Neither Except as set forth in Section 3.06 of the Company Disclosure Letter, neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affectedbound, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except except, with respect to clauses (a) and (b), for any such conflicts, defaults, breaches or violations that would nothave not had and could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. This Section 3.06 does not relate to matters with respect to Taxes, which are the subject of Section 3.11, or to environmental matters, which are the subject of Section 3.12.

Permits; Compliance. Each Except as set forth in Section 4.05 of the Company Disclosure Schedule, each of the Company, the Partnership and the other Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company Company, the Partnership or the 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, or the suspension or cancellation of, any of the Company Permits would not, individually not have or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No suspension suspension, cancellation or cancellation modification of any of the Company Permits is pending or, to the knowledge of the Company, threatened, threatened except where the failure to have, have or the suspension suspension, cancellation or cancellation of, any of the Company Permits modification would not, individually or in the aggregate, not have a Material Adverse Effect. Neither the Company Company, the Partnership nor any Subsidiary is in conflict with, or in default, breach or violation of, (ai) any Law applicable to the Company Company, the Partnership or any other Subsidiary or by which any property of their properties or asset of the Company or any Subsidiary assets is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company Company, the Partnership or any other Subsidiary is a party or by which the Company Company, the Partnership or any other Subsidiary or any property of their properties or asset of the Company or any Subsidiary assets is bound, except for any such conflicts, defaults, breaches or violations that would not, individually not have or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the Company or any Subsidiary nor, to the knowledge of the Company, any of their respective directors, managers, members, partners or officers, has (i) used any of the Company’s, the Partnership’s or any Subsidiary’s funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any domestic government official or employee from any of the Company’s, Partnership’s or any Subsidiary’s funds; or (iii) made any bribe, rebate, payoff, influence payment, “kickback” or other unlawful payment to any person or entity with respect to any of the Company’s, Partnership’s or any Subsidiary’s matters.

Permits; Compliance. Each of the (a) The Company and the Subsidiaries each Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority Entity necessary for each of the Company or the Subsidiaries and each Subsidiary to own, lease and otherwise hold and operate its properties or and other assets and to carry on its business as it is now being conducted (the "“Company Permits")”) , except where the failure to have, or the suspension or cancellation of, any of the Company to possess such Company Permits would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. No All Company Permits are in full force and effect and will remain so immediately after the Closing and no suspension or cancellation of any of the Company Permits Permit is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary has received any written notice or other written communication from any Governmental Entity regarding (i) any actual or possible violation of or failure to comply with any term or requirement of any Company Permit, or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Permit. (b) The Company is not in conflict with, or in default, breach default or violation of, in each case, in any material respect, (ai) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permitpermit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company is bound or affected, or (iii) any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse EffectCompany Permit.

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company COMPANY Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. No 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, or threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect.

Permits; Compliance. Each of the (a) The Company and the Subsidiaries is in possession of all ------------------- franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority Entity necessary for each of the Company or the 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 havefor such nonpossession, or the suspension or cancellation ofthat has not had, any of the Company Permits or would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. No , 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 failure to have, or the suspension or cancellation of, any of the Company Permits has not had, or would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Neither the . (b) The Company nor any Subsidiary is not in conflict with, or in defaultbreach, breach default or violation of (and no event has occurred that with notice or the lapse of time or both would constitute a breach, default or violation of) any term, condition or provision of (ai) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affectedaffected (including, or without limitation, all export control laws), (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permitpermit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company is bound or affected, (iii) the articles of incorporation or by- laws of the Company, or (iv) any Subsidiary is boundCompany Permits, except except, in the cases of clauses (i), (ii) and (iv) above, for any such conflicts, defaults, breaches default or violations violation that would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Permits; Compliance. (a) Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority Entity necessary for each of the Company or the Subsidiaries any Company Subsidiary 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, or the suspension or cancellation of, have any of the Company Permits would nothas not had, individually or in the aggregate, and could not reasonably be expected to have a Company Material Adverse Effect. No , 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 failure to have, or the suspension or cancellation of, any of the Company Permits would nothas not had, individually or in the aggregate, and could not reasonably be expected to have a Company Material Adverse Effect. . (b) Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach default or violation of, (ai) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permitpermit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is boundbound or affected or (iii) any Company Permits, except except, in the case of each of (i), (ii) and (iii), for any such conflicts, defaults, breaches defaults or violations that would nothave not had, individually or in the aggregateand could not reasonably be expected to have, have a Company Material Adverse Effect.

Permits; Compliance. Each Except as set forth in Section 4.05 of the Company Disclosure Schedule, each of the Company, the Company Partnerships and the other Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company, the Company Partnerships or the Company 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, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not have a Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge Knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, not have a Material Adverse Effect. Neither the Company, the Company Partnerships nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (ai) any Law applicable to the Company, the Company Partnerships or any other Company Subsidiary or by which any property of their properties or asset of the Company or any Subsidiary assets is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company, the Company Partnerships or any other Company Subsidiary is a party or by which the Company, the Company Partnerships or any other Company Subsidiary or any property of their properties or asset of the Company or any Subsidiary assets is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, not have a Material Adverse Effect.

Permits; Compliance. (a) Each of the Company and the Subsidiaries each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority Entity necessary for each of the Company or the Subsidiaries and each Company Subsidiary to own, lease and otherwise hold and operate its properties or and other assets and to carry on its business as it is now being conducted and as currently proposed to be conducted (the "Company PermitsCOMPANY PERMITS"), except where the failure to have, or the suspension or cancellation of, any of the Company and each Company Subsidiary to possess such Company Permits would notcould not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. No All Company Permits are in full force and effect and will remain so after the Closing and no suspension or cancellation of any of the Company Permits Permit is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of or failure to comply with any term or requirement of any Company Permit, or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Permit. (b) Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach default or violation of, (ai) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permitpermit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is boundbound or affected, or (iii) any Company Permit, except for any where the failure of the Company and each Company Subsidiary to possess such conflicts, defaults, breaches or violations that would notCompany Permits could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Permits; Compliance. Each Except as set forth in Section 5.05 of the Company NRT Disclosure Schedule, each of NRT and the Subsidiaries of NRT is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company NRT or the NRT Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company “NRT Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Company NRT Permits would not, individually or in the aggregate, not have a Material Adverse Effect. No As of the date hereof, no suspension or cancellation of any of the Company NRT Permits is pending or, to the knowledge Knowledge of the CompanyNRT, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company NRT Permits would not, individually or in the aggregate, not have a Material Adverse Effect. Neither the Company NRT nor any NRT Subsidiary is in conflict with, or in default, breach or violation of, (ai) any Law applicable to the Company NRT or any NRT Subsidiary or by which any property of their properties or asset of the Company or any Subsidiary assets is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company NRT or any NRT Subsidiary is a party or by which the Company NRT or any NRT Subsidiary or any property of their properties or asset of the Company or any Subsidiary assets is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, not have a Material Adverse Effect.

Permits; Compliance. Each of the (a) The Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority Entity necessary for each of the Company or the 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, or the suspension or cancellation of, any of the Company Permits has not had, and would notnot have, individually or in the aggregate, have a Company Material Adverse Effect. No , 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 and the Stockholders after reasonable investigation, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would notnot have, individually or in the aggregate, have a Company Material Adverse Effect. Neither the . (b) The Company nor any Subsidiary is not in conflict with, or in default, breach default or violation of, (ai) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permitpermit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company is bound or affected or (iii) any Subsidiary is boundCompany Permits, except except, in the case of each of (i), (ii) and (iii), for any such conflicts, defaults, breaches defaults or violations that have not had, and would notnot have, individually or in the aggregate, have a Company Material Adverse Effect.

Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the 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, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance. Each (a) Except as disclosed in Section 3.06(a) of the Company Disclosure Schedule, each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority Entity necessary for each of the Company or the Subsidiaries any Company Subsidiary 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, or the suspension or cancellation of, any of the Company Permits would notnot reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect. No , and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would notnot reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect. Neither . (b) Except as disclosed in Section 3.06(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is in conflict with, or in default, breach default or violation of, (ai) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permitpermit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is boundbound or affected or (iii) any Company Permits, except in each case for any such conflicts, defaults, breaches defaults or violations that would notnot reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect.

Permits; Compliance. Each of the (a) The Company and the Subsidiaries is in possession of each Company Subsidiary has all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority Entity necessary for each of the Company or the Subsidiaries any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where for those the failure of which to have, or the suspension or cancellation of, any of the Company Permits have would not, individually or in the aggregate, have result in a Material Adverse Effect. No Except as disclosed in Section 3.06(a) of the Company Disclosure Schedule or in the Filed Company SEC Documents, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge best of the Company's knowledge, threatened, except where threatened and neither the failure Company nor any Company Subsidiary has received any written notices of violations with respect to have, or the suspension or cancellation of, any Company Permit that remains uncured. (b) Except as disclosed in Section 3.06(b) of the Company Permits Disclosure Schedule or in the Filed Company SEC Documents or except as would not, individually or in the aggregate, have a Material Adverse Effect. Neither , (i) the Company nor any and each Company Subsidiary is in conflict with, or in default, breach or violation of, (a) any compliance with each Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, and (ii) neither the Company nor any Company Subsidiary is in breach of, or in default or violation under (bA) any contract, lease, license, indenture, note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise agreement or other instrument or obligation ("Contract") to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is boundbound or affected, except for or (B) any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse EffectCompany Permits.

Permits; Compliance. Each of the (a) The Company and the Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority Entity necessary for each of the Company or the Subsidiaries to own, lease and otherwise hold and operate its properties or and other assets and to carry on its business as it is now being conducted (the "“Company Permits"”), except where the failure to have, or the suspension or cancellation of, any of the Company to possess such Company Permits would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. No All such material Company Permits are in full force and effect and will remain so after the Closing and no suspension or cancellation of any of the Company Permits Permit is pending or, to the knowledge of the Company, threatened. The Company has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of or failure to comply with any term or requirement of any such material Company Permit, or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any such material Company Permit, except where the failure for notices or other communications relating to havematters that have been cured, waived or the suspension or cancellation of, any of the otherwise resolved in all material respects. (b) The Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary is not in conflict with, or in default, breach default or violation of, (ai) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (bii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permitpermit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company is bound or affected, or (iii) any Subsidiary is boundCompany Permit, except in each case for any such conflicts, defaults, breaches defaults or violations that would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Permits; Compliance. Each of the Company and the Company Subsidiaries is are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Company 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 . Except as would not have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. No , (i) no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatenedthreatened in writing, except where the failure to haveand (ii) there have occurred no defaults under, violations of, or the suspension events giving rise to a right of termination, amendment or cancellation ofof any such Permits (with or without notice, any the lapse of the Company Permits would not, individually time or in the aggregate, have a Material Adverse Effectboth). Neither the Company nor any Company Subsidiary is is, and neither the Company nor any Company Subsidiary has been since June 30, 2007, in conflict with, or in default, breach or violation of, (ai) any material Law or Order applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (bii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would notnot have, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, since June 30, 2007, neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority alleging that it is not in compliance in all material respects with any Law or Order.