Common use of Authorizations and Licenses Clause in Contracts

Authorizations and Licenses. (a) The Company and each of its Subsidiaries own, possess or have obtained all Authorizations that are required by Law in connection with the operation of the business of the Company and each of its Subsidiaries as presently or previously conducted, or in connection with the ownership, operation or use of the Assets. (b) Section 3.1(27)(b) of the Company Disclosure Letter lists each Material Authorization held by the Company or any of its Subsidiaries and identifies any such Authorization which has a “change in control” clause. (c) The Company or any of its Subsidiaries, as applicable, lawfully hold, own or use, and have complied with, all such Authorizations. Each Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course of business without the need for the Company or any of its Subsidiaries to comply with any special rules or procedures, agree to any Materially different terms or conditions or pay any amounts other than routine filing fees. (d) No action, investigation or proceeding is pending in respect of or regarding any such Authorization and none of the Company or any of its Subsidiaries or, to the knowledge of the Company, any of their respective officers or directors has received notice, whether written or oral, of revocation, non-renewal or Material amendments of any such Authorization, or of the intention of any Person to revoke, refuse to renew or Materially amend any such Authorization. (e) No Person other than the Company or any of its Subsidiaries owns or has any proprietary, financial or other interest (direct or indirect) in any Authorizations which the Company or any of its Subsidiaries own, possess or use in the operation of the Company or any of its Subsidiaries as now or previously conducted.

Appears in 1 contract

Samples: Arrangement Agreement (Daseke, Inc.)

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Authorizations and Licenses. (a) The Section 18 of the Company Disclosure Letter lists and each of its Subsidiaries own, possess or have obtained describes all Authorizations that are required by Law in connection with the operation of the business of the Company and each or any of its Subsidiaries as presently or previously conducted, or in connection with the ownership, operation or use of the Assets. (b) Section 3.1(27)(b) assets of the Company Disclosure Letter lists each Material Authorization held by the Company or any of its Subsidiaries and identifies any such Authorization which has a “change in control” clauseSubsidiaries. (cb) The Company or any of its Subsidiaries, as applicable, lawfully hold, own or use, and have complied with, all such Authorizations. Each Authorization is issued with the correct scope with regard to the applicable regulated activity, is valid and in full force and effecteffect in accordance with its terms, and is renewable by its terms or in the Ordinary Course of business without the need for the Company or any of its Subsidiaries to comply with any special rules or procedures, agree to any Materially materially different terms or conditions or pay any amounts other than routine filing fees. (dc) No action, investigation or proceeding is to the knowledge of the Company pending in respect of or regarding any such Authorization and none of the Company or any of Company, its Subsidiaries or, to the knowledge of the Company, any of their respective officers or directors has received notice, whether written or oral, of revocation, non-renewal or Material material amendments of any such Authorization, or of the intention of any Person to revoke, refuse to renew or Materially materially amend any such Authorization. (ed) No Person other than Neither the Company or Company, any of its Subsidiaries Subsidiaries, or, to the knowledge of the Company, any of their respective officers or directors, owns or has any proprietary, financial or other interest interests (direct or indirect) in any Authorizations which the Company or any of its Subsidiaries own, possess or use such Authorization. (e) Except as disclosed in the operation Section 18(e) of the Company or any of its Subsidiaries as now or previously conductedDisclosure Letter, the Shelter Companies have obtained and complied with all applicable Authorizations required, and all obligations derived therefrom, in connection with the Shelter Agreement.

Appears in 1 contract

Samples: Arrangement Agreement

Authorizations and Licenses. (a) The Company Corporation and each of its Subsidiaries own, possess or have obtained all Authorizations that are required by Law in connection with the operation of the business of the Company Corporation and each of its Subsidiaries as presently or previously conducted, or in connection with the ownership, operation or use of the AssetsCorporation's assets. (b) Section 3.1(27)(b) of the Company Disclosure Letter lists each Material Authorization held by the Company Corporation or any of its Subsidiaries and identifies any such Authorization which has a “change in control” clause. (c) The Company or any of its Subsidiaries, as applicable, (i) lawfully hold, own or use, and have complied with, all such Authorizations. Each , (ii) each such Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course Course; (iii) to the knowledge of Corporation, there are no facts, events or circumstances that may reasonably be expected to result in a failure to obtain or failure to be in compliance with all Authorizations as are necessary to conduct the business without of Corporation or its Subsidiaries; and (iv) to the need for knowledge of Corporation, no event has occurred which, with the Company giving of notice, lapse of time or both, could constitute a default under, or in respect of, any of its Subsidiaries to comply with any special rules or procedures, agree to any Materially different terms or conditions or pay any amounts other than routine filing feesAuthorization. (dc) No action, investigation or proceeding is pending in respect of or regarding any such Authorization and none of the Company Corporation or any of its Subsidiaries or, to the knowledge of the Company, any of their respective officers or directors has received notice, whether written or oral, of revocation, non-renewal or Material amendments of any such Authorization, or of the intention of any Person to revoke, refuse to renew or Materially amend any such Authorization. (ed) No Person other than Except as disclosed in Schedule 18(d) of the Company or Corporation Disclosure Letter, neither Corporation nor any of its Subsidiaries owns has given an undertaking or has written assurance (whether legally binding or not) to any proprietary, financial Governmental Entity (including any competition entity) under any anti-trust or other interest (direct or indirect) similar legislation in any Authorizations jurisdiction which remains current at the Company or any date of its Subsidiaries own, possess or use in the operation of the Company or any of its Subsidiaries as now or previously conductedthis Agreement.

Appears in 1 contract

Samples: Arrangement Agreement (Clementia Pharmaceuticals Inc.)

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Authorizations and Licenses. (a) The Company and each of its Subsidiaries own, possess or have obtained all Authorizations that are required by Law in connection with the operation of the business of the Company and each of its Subsidiaries as presently or previously conducted, or in connection with it relates to the ownership, operation or use of the AssetsCompany Properties. (b) Section 3.1(27)(bExcept as disclosed in Schedule 3.1(23)(b) of the Company Disclosure Letter lists each Material Authorization held by Letter, the Company or any of its Subsidiaries and identifies any such Authorization which has a “change in control” clause. (c) The Company or any of its Subsidiaries, as applicable, (i) lawfully hold, own or use, and have complied with, all Authorizations that are required by Law in connection with the operation of the business of the Company and each of its Subsidiaries as presently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company, (ii) each such Authorizations. Each Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course Course; (iii) to the knowledge of the Company, there are no facts, events or circumstances that may reasonably be expected to result in a failure to obtain or failure to be in compliance with all Authorizations as are necessary to conduct the business without the need for of the Company or the Subsidiaries; and (iv) to the knowledge of the Company, no event has occurred which, with the giving of notice, lapse of time or both, could constitute a default under, or in respect of, any of its Subsidiaries to comply with any special rules or procedures, agree to any Materially different terms or conditions or pay any amounts other than routine filing feesAuthorization. (dc) No To the knowledge of the Company, no action, investigation or proceeding is pending in respect of or regarding any such Authorization and none of the Company or any of its Subsidiaries or, to the knowledge of the Company, any of their respective officers or directors has received notice, whether written or oral, of revocation, non-renewal or Material amendments of any such Authorization, or of the intention of any Person to revoke, refuse to renew or Materially amend any such Authorization, except, in each case, as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company. (d) Neither the Company nor any of its Subsidiaries has given an undertaking or written assurance (whether legally binding or not) to any Governmental Entity (including any competition authority) under any anti-trust or similar legislation in any jurisdiction which remains current at the date of this Agreement. (e) No Person other than Neither the Company or execution, delivery nor performance of this Agreement would adversely affect the status of any of its Subsidiaries owns or has any proprietary, financial or other interest (direct or indirect) in any Authorizations which the Company or any of its Subsidiaries own, possess or use in the operation of the Company or any of its Subsidiaries as now or previously conductedsuch Authorizations.

Appears in 1 contract

Samples: Arrangement Agreement (Silvercorp Metals Inc)

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