Authorizations; Compliance. (a) Except for the failure to obtain or maintain Authorizations that, individually or in the aggregate, would not have a Company Material Adverse Effect (i) the Company and each of its Subsidiaries has obtained all Authorizations that are necessary to own, lease and operate its properties and to carry on its businesses as currently conducted, (ii) such Authorizations are in full force and effect and will remain in full force and effect after the consummation of the Merger and there are no existing violations thereof or defaults thereunder and (iii) there is no action, proceeding or investigation pending or, to the Knowledge of the Company, threatened regarding, and no event has occurred that has resulted in or after notice or lapse of time, or both, could reasonably be expected to result in, suspension, revocation or cancellation of any such Authorizations.
Authorizations; Compliance. The Company and its -------------------------- Subsidiaries have obtained all Authorizations that are necessary to carry on their businesses as currently conducted, except for any such Authorizations as to which, individually or in the aggregate, the failure to possess could not reasonably be expected to have a Material Adverse Effect on the Company. Such Authorizations are in full force and effect, have not been violated in any respect that could reasonably be expected to have a Material Adverse Effect on the Company and there is no action, proceeding or investigation pending or, to the Knowledge of the Company, threatened regarding suspension, revocation or cancellation of any such Authorization, except in the case of any suspension, revocation or cancellation of any such Authorization that could not reasonably be expected to have a Material Adverse Effect on the Company.
Authorizations; Compliance. To the Knowledge of the -------------------------- Acquiror, the Acquiror and its Subsidiaries have obtained all Authorizations that are necessary to carry on their businesses as currently conducted, except for any such Authorizations as to which the failure to possess, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Acquiror. Such Authorizations are in full force and effect, have not been violated in any respect that could reasonably be expected to have a Material Adverse Effect on the Acquiror and there is no action, proceeding or investigation pending or threatened regarding suspension, revocation or cancellation of any of such Authorizations, except in the case of any suspension, revocation or cancellation of such Authorizations that could not reasonably be expected to have a Material Adverse Effect on the Acquiror.
Authorizations; Compliance. The Parent and its Subsidiaries have obtained all Authorizations that are necessary to carry on their businesses as currently conducted, except for any such Authorizations as to which the failure to possess, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Parent. Such Authorizations are in full force and effect, have not been violated in any respect that could reasonably be expected to have a Material Adverse Effect on the Parent and there is no action, proceeding or investigation pending or threatened regarding suspension, revocation or cancellation of any of such Authorizations, except in the case of any suspension, revocation or cancellation of such Authorizations that could not reasonably be expected to have a Material Adverse Effect on the Parent.
Authorizations; Compliance. (a) Except for such exceptions that, individually or in the aggregate, would not have a Material Adverse Effect or have not resulted or could not reasonably be expected to result in the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries or any of their respective officers or directors, (i) the Company and each of its Subsidiaries has obtained all Authorizations that are necessary to own, lease and operate its properties and to carry on its businesses as currently conducted, (ii) such Authorizations are in full force and effect and will remain in full force and effect after the consummation of the Merger and there are no existing violations thereof or defaults thereunder and (iii) there is no action, proceeding or investigation pending or, to the Knowledge of the Company, threatened regarding, and no event has occurred that has resulted in or after notice or lapse of time, or both, could reasonably be expected to result in, suspension, revocation or cancellation of any such Authorizations.
Authorizations; Compliance. To the best of SPC's knowledge, SPC is permitted to install and locate the Conduit System and Qwest is permitted to own, operate, maintain, remove, repair and reinstall the Conduit System as provided under this Agreement. SPC shall assign to Qwest any and all underlying rights, permits, licenses and governmental approvals to the extent permitted. Qwest shall be responsible for obtaining any and all underlying rights, permits, licenses and governmental approvals that are required for Qwest use, operation and ownership of the Conduit System subsequent to the Acceptance Date. In implementing the terms of this Agreement, SPC and Qwest agree to comply with all applicable local, municipal, state or federal laws, rules, regulations and orders.
Authorizations; Compliance. (a) Each Acquired Company and, to the knowledge of Parent, Seller, NMT-US and each of the Acquired Companies, each other relevant Person (including, with respect to the US-Based Assets, NMT-US) has all Orders and Permits which are required by any Governmental Authority or pursuant to any Law to own, occupy and operate the Assets, to manufacture, distribute, market, promote and sell the Products, and to carry on the Business as presently conducted (collectively, the "Authorizations"), except where the failure to possess such Authorizations has not had and could not reasonably be expected to have a Material Adverse Effect. The Authorizations are in full force and effect, and will be in full force and effect immediately following the Closing. All of the Products comply, and have been manufactured, marketed, distributed and sold in compliance with, all applicable Authorizations, Laws, Orders and Permits, except to the extent that failure to comply has not had or could not reasonably be expected to have a Material Adverse Effect. None of Parent, Seller or any of the Acquired Companies has reasonable grounds to believe that any of the Authorizations will not be renewed or continued in the ordinary course or as a result of the transactions contemplated hereby. The current ownership and operations of the Business and Assets are not in violation of any applicable Authorization, Law, Order or Permit, except to the extent that failure to comply has not had or could not reasonably be expected to have a Material Adverse Effect.
Authorizations; Compliance. (a) The Companies have all necessary Permits required for the ownership or occupancy of the Purchased Assets, and the carrying on of the Purchased Business (the "Required Permits"). Schedule 5.14 hereto contains a complete and correct list of all Required Permits (except motor vehicle licenses). Each such Required Permit is valid and in full force and effect, and, except as set forth on Schedule 5.14 hereto, will not be terminated or revoked by the transactions contemplated hereby, and the Companies have not received written notice that revocation is being considered with respect to any such Required Permit. The Companies are in compliance in all material respects with all Requirements of Law and has not received any written notice or charge asserting any violation of any Requirement of Law which has not been cured, except in each case which would not have a Material Adverse Effect.
