Adequacy of Authorizations. The Authorizations constitute all approvals, authorizations, certifications, consents, variances, permissions, licenses or permits to or from, or filings, notices, or recordings to or with, U.S. or non-U.S., federal, state or local governmental authorities that are required for the ownership and use of the Assets and the conduct of the Business under all applicable Laws. Seller is in compliance with all material terms and conditions of such required Authorizations. All of the Authorizations are in full force and effect and, to the Seller Parties’ knowledge, no suspension or cancellation of any of them is being threatened, nor will any of the Authorizations be affected by the consummation of the transactions described in this Agreement, except to the extent any such Authorizations are assignable or transferable only upon receipt of the Required Government Consents.
Adequacy of Authorizations. The Authorizations constitute all approvals, authorizations, certifications, consents, variances, permissions, licenses, or permits to or from, or filings, notices, or recordings to or with, Governmental Authorities that are required for the conduct of the Business as currently conducted under the Laws. The Company is in compliance in all material respects with all terms and conditions of the Authorizations. All of the Authorizations are in full force and effect, and, to Seller's and the Company's knowledge, no suspension or cancellation of any of them is being threatened, nor will any of the Authorizations be adversely affected in any material respect by the consummation of the transactions described in this Agreement.
Adequacy of Authorizations. To its knowledge the Corporation owns, holds, possesses or lawfully uses in the operation of its Business all Authorizations that are required for the conduct of its Business as presently conducted or currently intended to be conducted or for the ownership and use of the Corporation’s properties and assets in compliance, in all material respects, with all Laws applicable thereto. The Corporation is in compliance with all terms and conditions of any such required Authorizations. All of the Authorizations are valid, subsisting and in good standing and in full force and effect, and to the knowledge of the Vendors, no suspension or cancellation of any of them is being threatened, nor will any of the Authorizations be affected by the consummation of the transactions described in this Agreement. The Corporation is in compliance with all other applicable material limitations, restrictions, conditions, standards, prohibitions, requirements, obligations contained in those Laws or contained in any Law, regulation, code, plan, order, decree, judgment, issued, entered, promulgated, or approved thereunder relating to or affecting the Business.
Adequacy of Authorizations. The Authorizations constitute all approvals, authorizations, certifications, consents, variances, permissions, licenses, or permits to or from, or filings, notices, or recordings to or with, federal, state, or local governmental authorities that are required for the ownership and use of the Assets and the conduct of the Software Business under federal, state, and local law, regulation, ordinance, zoning requirement, governmental restriction, order, judgment, or decree. Seller is in compliance with all terms and conditions of such required Authorizations. All of the Authorizations are in full force and effect, and, to the best of Seller's knowledge, no suspension or cancellation of any of them is being threatened, nor will any of the Authorizations be affected by the consummation of the transactions described in this Agreement, except to the extent any such Authorizations are transferable only upon receipt of the Required Government Consents. Seller is in compliance with all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables contained in those laws or contained in any law, regulation, code, plan, order, decree, judgment, notice, or demand letter issued, entered, promulgated, or approved thereunder relating to or affecting the Software Business.
Adequacy of Authorizations. The Authorizations constitute all approvals, authorizations, certifications, consents, variances, permissions, licenses, or permits to or from, or filings, notices, or recordings to or with, Governmental Authorities that are required for the ownership and use of the Assets and the conduct of the Business as currently conducted under the Laws. Seller is in compliance in all material respects with all terms and conditions of the Authorizations. All of the Authorizations are in full force and effect, and, to Seller's knowledge, no suspension or cancellation of any of them is being threatened, nor will any of the Authorizations be adversely affected in any material respect by the consummation of the transactions described in this Agreement.
Adequacy of Authorizations. 17 (iii) Environmental Matters.................................................................17 (s) Taxes and Tax Returns..........................................................................17 (t)
Adequacy of Authorizations. The Authorizations constitute all approvals, authorizations, certifications, consents, variances, permissions, licenses, or permits to or from, or filings, notices, or recordings to or with, U.S. or non-U.S., federal, state, or local governmental authorities that are required for the ownership and use of the Assets and the conduct of the Business under all applicable Laws. Seller is in compliance with all material terms and conditions of such required Authorizations. All of the Authorizations are in full force and effect, and to Parent's and Seller's best knowledge, no suspension or cancellation of any Authorization is threatened, nor will any of the Authorizations be affected by the consummation of the transactions described in this Agreement, except to the extent any such Authorizations are assignable or transferable only upon receipt of the Required Government Consents. Seller is in compliance with all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables contained in any Laws relating to or affecting the Business, except where non-compliance would not have a Material Adverse Effect.
Adequacy of Authorizations. The Authorizations listed in the Disclosure Schedule constitute all Authorizations of Governmental Entities that are required for the ownership and use of the Material Assets and the conduct of the Software Business under Canadian law, other than Authorizations required to carry on business generally. The Corporation is in compliance with all terms and conditions of such required Authorizations. All of the Authorizations are in full force and effect, and, to the best of their knowledge, no suspension or cancellation of any of them is being threatened, nor will any of the Authorizations be affected by the consummation of the transactions described in this Agreement. The Corporation is in compliance with all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables contained in those laws or contained in any law, regulation, code, plan, order, decree, judgment, notice, or demand letter issued, entered, promulgated, or approved thereunder relating to or affecting the Software Business.
Adequacy of Authorizations. The Authorizations listed on Schedule 4.14(b) constitute all approvals, authorizations, certifications, consents, variances, permissions, licenses, or permits to or from, or filings, notices, or recordings to or with, U.S. or non-U.S., federal, state, or local governmental authorities that are required for the ownership and the conduct of the Seller’s Business under all applicable Laws, and the Seller has such Authorizations, except where the failure to obtain such Authorization could not have a Material Adverse Effect. The Seller is in compliance, in all material respects, with all terms and conditions of such required Authorizations. All of the Authorizations are in full force and effect, and, to the Seller’s knowledge, no suspension or cancellation of any of them is being threatened. No Authorization will be affected by the consummation of the Contemplated Transactions.
Adequacy of Authorizations. Seller and each of the GSE Companies has obtained all approvals, authorizations, certifications, consents, licenses, or permits to or from, or filings, notices, or recordings to or with, all governmental authorities with jurisdiction that are required for the ownership and use of the Assets and the conduct of the Business under all applicable laws, except for any such approvals etc. where the failure to obtain such approval could not have a material adverse effect on the Business or the Assets (the "Authorizations"). Seller and each of the GSE Companies is in compliance with all terms and conditions of such required Authorizations, except for any non-compliance which could not have a material adverse effect on the Business or the Assets. All of the Authorizations are in full force and effect, and, to the best of Seller's knowledge, and the knowledge of each GSE Company, no suspension or cancellation of any of them is being threatened, nor will any of the Authorizations be affected by the consummation of the transactions described in this Agreement, except to the extent any such Authorizations are transferable only upon receipt of government consents.
