Business Authorizations. (a) Seller has all material Authorizations required under applicable Law with respect to the operation or ownership of the Purchased Assets as currently operated or owned by Seller (the “Business Authorizations”). Seller owns or possesses such Business Authorizations free and clear of all Liens other than Permitted Liens. Such Business Authorizations are valid and in full force and effect. All Business Authorizations are listed in the Seller Disclosure Schedule.
(b) To Seller’s Knowledge, no event has occurred and no circumstances exist that (with or without the passage of time or the giving of notice) may result in a material violation of, conflict with, failure on the part of Seller to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or modification of any Business Authorization. Seller has not received written notice regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or modification of, any such Business Authorization. To Seller’s Knowledge, Seller is not in material default, nor has Seller received written notice of any claim of material default, with respect to any Business Authorization.
(c) No Person other than Seller owns or has any proprietary, financial or other interest (direct or indirect) in any Business Authorization
Business Authorizations. Each Borrower and each Material Subsidiary possesses all patents, patent rights or licenses, trademarks, trademark rights, trade names or trade name rights and copyrights required to conduct its business in all material respects as now conducted without material conflict with the rights or privileges of others.
Business Authorizations. (a) (i) Each member of the Seller Group owns, holds or lawfully uses in the operation of the Business, all Authorizations which are necessary for it to conduct the Business as currently conducted or for the ownership and use of the assets owned or used by such member of the Seller Group in the conduct of the Business (collectively, the “Business Authorizations”), including, without limitation, all Authorizations required for the manufacturing, marketing, testing, clinical investigation, distribution, or sale of the Products (collectively, the “Product Registrations”) and (ii) all such Business Authorizations are valid and in full force and effect and none of the Business Authorizations will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement or the Ancillary Agreements. Section 4.11(a) of the Seller Disclosure Schedule sets forth all Product Registrations (organized by Product, country and the member of the Seller Group holding each such Product Registration) and all other material Business Authorizations owned or held by the Seller Group that are used in the ownership or operation of the Business.
(b) Each member of the Seller Group is, and has been, in compliance in all material respects with the terms of all Business Authorizations listed on Section 4.11(a) of the Seller Disclosure Schedule. Except as would not be material to the business (i), to Seller’s Knowledge, no event has occurred and no circumstances exist that (with or without the passage of time or the giving of notice) will result in a violation of, conflict with, failure on the part of any member of the Seller Group to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or modification of any Business Authorization listed on Section 4.11(a) of the Seller Disclosure Schedule, (ii) no member of the Seller Group has received written notice regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or modification of, any Business Authorization and (iii) to Seller’s Knowledge, no member of the Seller Group is in default, nor has any such member of the Seller Group received written notice of any claim of default, with respect to any Business Authorization.
Business Authorizations. (a) Seller owns, holds or lawfully uses in the operation of the Business all Authorizations which are necessary for it to conduct the Business as currently conducted or as proposed to be conducted or for the ownership and use of the assets owned or used by Seller in the conduct of the Business (the “Business Authorizations”) free and clear of all Liens, except where the failure to own, hold or lawfully use any such Business Authorizations would not in the aggregate be material to the Business and the Purchased Assets taken as a whole. Such Business Authorizations are valid and in full force and effect. All material Business Authorizations are listed in the Seller Disclosure Schedule.
(b) No event has occurred and no circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with, failure on the part of Seller to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or modification of any Business Authorization. Seller has not received notice regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or modification of, any Business Authorization. Seller is not in default, nor has Seller received notice of any claim of default, with respect to any Business Authorization.
Business Authorizations. (i) All material consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of the Company have been duly obtained from the relevant PRC governmental authorities and are in full force and effect.
(ii) All filings and registrations with the PRC governmental authorities required in respect of the Company and its capital structure and operations including, without limitation, the registration with the Ministry of Commerce, the State Administration of Industry and or their respective local divisions of Commerce, the State Administration of Foreign Exchange, tax bureau and customs authorities have been duly completed in accordance with the relevant PRC rules and regulations, except where, the failure to complete such filings and registrations does not, and would not, individually or in the aggregate, have a material adverse effect.
(iii) The Company has complied with all relevant PRC laws and regulations regarding the contribution and payment of its registered share capital, the payment schedule of which has been approved by the relevant PRC governmental authorities. There are no outstanding commitments made by the Company or any subsidiary to sell any equity interest in the Company.
(iv) The Company has not received any letter or notice from any relevant PRC governmental authority notifying it of revocation of any licenses or qualifications issued to it or any subsidy granted to it by any PRC governmental authority for non-compliance with the terms thereof or with applicable PRC laws, or the lack of compliance or remedial actions in respect of the activities carried out by the Company, except such revocation as does not, and would not, individually or in the aggregate, have a material adverse effect.
(v) The Company has conducted its business activities within the permitted scope of business or has otherwise operated its business in compliance with all relevant legal requirements and with all requisite licenses and approvals granted by competent PRC governmental authorities other than such non-compliance that do not, and would not, individually or in the aggregate, have a material adverse effect. As to licenses, approvals and government grants and concessions requisite or material for the conduct of any material part of the Company’s business which is subject to periodic renewal, the Company has no knowledge of any reasons related to the Company for which such requisite renewals will not be granted...
Business Authorizations. TEI Bio and the UK Subsidiary has all Authorizations used in or necessary for the ownership, operation or use of the Assets or the conduct of the Business (the “Business Authorizations”). Section 4.10(a) of the Disclosure Schedule lists each Business Authorization, and TEI Bio has provided or made available to Parent copies of the Business Authorizations. Each Business Authorization is valid and subsisting in full force and effect and no Governmental Authority has notified or advised TEI Bio or the UK Subsidiary that it intends to limit, suspend or revoke such Business Authorization or change the marketing classification or labeling for any Product.
Business Authorizations. (a) Target owns, possesses or lawfully uses in the operation of the Business, all Authorizations which are necessary for it to conduct the Business or for the ownership and use of any Property used by Target (including the Leased Properties). All such Authorizations are set out in Section 3.17 of the Disclosure Schedule (the “Business Authorizations”).
(b) Each Business Authorization is (i) valid, subsisting and in good standing, and (ii) renewable by its terms, by applicable Laws or in the Ordinary Course, agree to any materially different terms or conditions or pay any amounts other than routine filing fees.
(c) Except as disclosed in Section 3.17(c) of the Disclosure Schedule, Target is not in default or breach of any Business Authorization and no Legal Proceeding is pending or, to the knowledge of Seller, threatened to revoke or limit any Business Authorization.
Business Authorizations. Borrower and Elmer's possess all patents, patent rights, licenses, trade marks, trade mxxx rights, trade names, trade name rights and copyrights required to conduct their business as now conducted without conflict with the rights or privileges of others.
Business Authorizations. The Company and its Subsidiaries hold, possess and lawfully use in the operation of the Business, all material Authorizations which are necessary for them to conduct the Business and for the ownership and use of the property and assets used by the Company or any of its Subsidiaries (a "Material Authorization"). Each Material Authorization is valid, subsisting and in good standing. Neither the Company nor any of its Subsidiaries are in default or breach of any Material Authorization and no Proceedings are pending or, to the knowledge of the Company, threatened to revoke or limit any Material Authorization. All Material Authorizations are renewable by their terms or in the Ordinary Course 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. The Company is not aware of any fact or circumstances in existence that may result in any Material Authorizations which may be required in the future not being granted in the Ordinary Course. The Company and its Subsidiaries hold all material rights, assets and property necessary for the conduct of the Business after the Effective Time substantially in the same manner as it was conducted prior to the Effective Time.
Business Authorizations. The Corporation owns, possesses or lawfully uses in the operation of the Business, all material Authorizations which are necessary for it to conduct the Business or for the ownership and use of the Assets and the other property and assets used by the Corporation (including the Leased Properties). All such material Authorizations are set out in Section 3.19 of the Seller Disclosure Letter (the Business Authorizations). Each Business Authorization is valid, subsisting and in good standing, the Corporation is not in default or breach of any Business Authorization and no proceedings are pending or, to the knowledge of the Seller, threatened to revoke or limit any Business Authorization. All Business Authorizations are renewable by their terms or in the Ordinary Course without the need for the Corporation 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. Neither the Seller nor any Affiliate of the Seller owns or has any proprietary, financial or other interests (direct or indirect) in any Business Authorization.
