Common use of Business Authorizations Clause in Contracts

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

Appears in 3 contracts

Samples: Asset Purchase Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD), Asset Purchase Agreement (Integrated Device Technology Inc), Option Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)

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Business Authorizations. (a) Seller has all material Authorizations required under applicable Law with respect to and Seller Subsidiaries each own, hold or lawfully use in the operation or ownership of the Purchased Assets Business all Authorizations which are materially necessary for it to conduct the Business as currently operated conducted or owned as proposed by Seller to be conducted or for the ownership and use of the material assets owned or used by Seller or a Seller Subsidiary in the conduct of the Business (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 effecteffect in all material respects. All material Business Authorizations are listed in the Seller Disclosure Schedule. (b) To Seller’s Knowledge, no (i) 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 or Seller Subsidiary to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or modification of any material Business Authorization. , and (ii) neither Seller nor any Seller Subsidiary 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 material Business AuthorizationAuthorization in all material respects. To Seller’s Knowledge, Neither Seller nor any Seller Subsidiary is not in material default, nor has Seller or such Seller Subsidiary received written notice of any claim of material default, with respect to any Business Authorization. (c) No Person other than Seller and any Seller Subsidiary owns or has any proprietary, financial or other interest (direct or indirect) in any Business Authorization.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Composite Technology Corp), Asset Purchase Agreement (Composite Technology Corp)

Business Authorizations. (a) Seller has all material Authorizations required under applicable Law with respect to owns, holds or lawfully uses in the operation or ownership of the Purchased Assets Business all Authorizations which are necessary for it to conduct the Business as currently operated conducted or for the ownership and use of the assets owned or used by Seller in the conduct of the Business (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 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, which revocation, withdrawal, termination, cancellation, suspension or modification would have a material adverse effect on the Business or the Purchased Assets. Seller has not received written any 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, which default would have material adverse effect on the Business or the Purchased Assets. (c) No Except as set forth on Section 4.10(c) of the Seller Disclosure Schedule, no Person other than Seller owns or has any proprietary, financial or other interest (direct or indirect) in any of Seller’s Business AuthorizationAuthorizations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bioclinica Inc)

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Business Authorizations. (a) Seller has all material Authorizations required under applicable Law with respect to owns, holds or lawfully uses in the operation or ownership of the Purchased Assets Business all Authorizations which are necessary for it to conduct the Business as currently operated conducted or for the ownership and use of the assets owned or used by Seller in the conduct of the Business (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 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, which revocation, withdrawal, termination, cancellation, suspension or modification would have a material adverse effect on the Business or the Purchased Assets. Seller has not received written any 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, which default would have material adverse effect on the Business or the Purchased Assets. (c) No Person other than Seller owns or has any proprietary, financial or other interest (direct or indirect) in any of Seller’s Business AuthorizationAuthorizations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bioclinica Inc)

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