Company Authorizations Clause Samples

Company Authorizations. (i) To the knowledge of the Company, the Company and its Subsidiaries have obtained, and are in compliance in all material respects with, all Authorizations required by Law that are necessary to conduct their business as now being conducted, and such Authorizations are in full force and effect in accordance with their terms. True copies of all such material Authorizations have been made available to the Purchaser. (ii) The Company and its Subsidiaries have fully complied with and are in compliance with all such Authorizations, except, in each case, for such non-compliance which, individually or in the aggregate, would not have a Company Material Adverse Effect. (iii) No action, investigation or proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries in respect of or regarding any such Authorization that would reasonably be expected to result in a suspension, loss or revocation of any such Authorization, except in each case, for revocations, non-renewals or amendments which would not, individually or in the aggregate, have a Company Material Adverse Effect. Schedule (g) of the Company Disclosure Letter lists the Authorizations that are material to the operations of the Company and its Subsidiaries, taken as a whole.

Company Authorizations. Except as disclosed in the Northgate Disclosure Letter, Northgate and the Northgate Subsidiaries have obtained all Authorizations necessary for the ownership, operation, development, maintenance, or use of the material assets of Northgate or the Northgate Subsidiaries or otherwise in connection with the material business or operations of Northgate or the Northgate Subsidiaries and such Authorizations are in full force and effect. Northgate and the Northgate Subsidiaries have fully complied with and are in compliance with all Authorizations, except, in each case, for such non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on Northgate. There is no action, investigation or proceeding pending or, to the knowledge of Northgate, threatened regarding any of the Authorizations. None of Northgate and the Northgate Subsidiaries has received any notice, whether written or oral, of revocation or non-renewal of any such Authorizations, or of any intention of any Person to revoke or refuse to renew any of such Authorizations, except in each case, for revocations or non-renewals which, individually or in the aggregate, would not have a Material Adverse Effect on Northgate and all such Authorizations continue to be effective in order for Northgate and the Northgate Subsidiaries to continue to conduct their respective businesses as they are currently being conducted. No Person other than Northgate or any of the Northgate Subsidiaries owns or has any proprietary, financial or other interest (direct or indirect) in any of the Authorizations.

Company Authorizations. The Company and the Company Subsidiaries have obtained all Authorizations necessary for the ownership, operation, development, maintenance or use of the material assets of the Company and the Company Subsidiaries or otherwise in connection with the material business or operations of the Company and the Company Subsidiaries and such Authorizations are in full force and effect. The Company and the Company Subsidiaries have fully complied with and are in compliance with all Authorizations, except, in each case, for such non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. There is no action, investigation or proceeding pending or, to the knowledge of the Company, threatened regarding any of such Authorizations. Neither the Company nor any of the Company Subsidiaries has received any notice, whether written or oral, of revocation or non-renewal of any such Authorizations, or of any intention of any Person to revoke or refuse to renew any of such Authorizations, except, in each case, for revocations or non-renewals which, individually or in the aggregate, would not have a Material Adverse Effect on the Company and all such Authorizations continue to be effective in order for the Company and the Company Subsidiaries to continue to conduct their respective businesses as they are currently being conducted. No Person other than the Company or any of the Company Subsidiaries owns or has any proprietary, financial or other interest (direct or indirect) in any of such Authorizations.

Company Authorizations. Each material Permit (a) pursuant to which the Company currently operates or holds any interest in any of its Assets and Properties, or (b) that is required for the operation of the Company’s business as presently conducted or the holding of any such interest (collectively, the “Company Authorizations”) has been issued or granted to the Company. The Company Authorizations are in full force and effect and constitute all Company Authorizations required to permit the Company to lawfully operate or conduct its business or hold any interest in its Assets and Properties in all material respects.

Company Authorizations. Primero and the Primero Subsidiaries have obtained all Authorizations necessary for the ownership, operation, development, maintenance, or use of the material assets of Primero or the Primero Subsidiaries or otherwise in connection with the material business or operations of Primero or the Primero Subsidiaries and such Authorizations are in full force and effect. Primero and the Primero Subsidiaries have fully complied with and are in compliance with all Authorizations, except, in each case, for such non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on Primero. There is no action, investigation or proceeding pending or, to the knowledge of Primero, threatened regarding any of the Authorizations. None of Primero and the Primero Subsidiaries has received any notice, whether written or oral, of revocation or non-renewal of any such Authorizations, or of any intention of any Person to revoke or refuse to renew any of such Authorizations, except in each case, for revocations or non-renewals which, individually or in the aggregate, would not have a Material Adverse Effect on Primero and all such Authorizations continue to be effective in order for Primero and the Primero Subsidiaries to continue to conduct their respective businesses as they are currently being conducted. No Person other than Primero or any of the Primero Subsidiaries owns or has any proprietary, financial or other interest (direct or indirect) in any of the Authorizations.

Company Authorizations. The Company has obtained all authorizations necessary for the ownership, operation, development, maintenance, or use of the material assets of the Company or otherwise in connection with the material business or operations of the Company as they are currently being conducted and such authorizations are in full force and effect. The Company has fully complied with and is in compliance with all authorizations, except, in each case, for such non-compliance which, individually or in the aggregate, would not have a Company Material Adverse Effect. There is no action, investigation or proceeding pending or, to the knowledge of the Company, threatened regarding any of the authorizations. The Company has not received any notice, whether written or oral, of revocation or non-renewal of any such authorizations, or of any intention of any Person to revoke or refuse to renew any of such authorizations, except in each case, for revocations or non-renewals which, individually or in the aggregate, would not have a Company Material Adverse Effect and, to the knowledge of the Company, all such authorizations continue to be effective in order for the Company to continue to conduct its businesses as they are currently being conducted. No Person other than the Company owns or has any proprietary, financial or other interest (direct or indirect) in any of the authorizations.

Company Authorizations. Except as set forth in Schedule 4.1(f) to the Bullion Disclosure Letter, Bullion and its Subsidiaries have obtained all Authorizations necessary for the ownership, operation, development, maintenance, or use of the material assets of Bullion or its Subsidiaries or otherwise in connection with the material business or operations of Bullion or its Subsidiaries and such Authorizations are in full force and effect. Bullion and its Subsidiaries have fully complied with and are in compliance with all Authorizations, except, in each case, for such non-compliance which, individually or in the aggregate, would not have a Bullion Material Adverse Effect. There is no action, investigation or proceeding pending or, to the knowledge of Bullion, threatened regarding any of the Authorizations. None of Bullion or any of its Subsidiaries has received any written notice of revocation or non-renewal of any such Authorizations, or of any intention of any Person to revoke or refuse to renew any of such Authorizations, except in each case, for revocations or non-renewals which, individually or in the aggregate, would not have a Bullion Material Adverse Effect and, to the knowledge of Bullion, all such Authorizations continue to be effective in order for Bullion and its Subsidiaries to continue to conduct their respective businesses as they are currently being conducted. No Person other than Bullion or a Subsidiary thereof owns or has any proprietary, financial or other interest (direct or indirect) in any of the Authorizations.

Company Authorizations. Upon the Effective Date of this Agreement, Company will do one or more of the following: (a) provide Employee with authorization to access and use some of the Company’s Confidential Information (such authorization may be provided through a computer password, authorization letter, or other means); and/or, (b) provide Employee authorization to develop and use goodwill of the Company through, for example, authorization to represent the Company in communications with customers and prospective customers, expense reimbursements in accordance with Company policy limits, and/or assistance in facilitating contact with customers, and/or (c) provide Employee with authorization to participate in specialized management training related to the business and Confidential Information of the Company. The foregoing agreement is a fully enforceable ancillary agreement at the time made. The Company is acting in reliance upon Employee’s agreement to comply fully with the restrictions provided for in this Agreement.

Company Authorizations. Section 3.14 of the Company Disclosure Schedule sets forth, as of the Agreement Date, each consent, license, permit, grant or other authorization (a) pursuant to which the Company or any of its Subsidiaries currently operates, provides any services or holds any interest in any of their properties, or (b) which is required for the operation of the business of the Company or any of its Subsidiaries as currently conducted or the holding of any such interest, in each case, except for any consent, license, permit, grant or other authorization the lack of which would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole (collectively, “Company Authorizations”). Except as would not be material to the Company and its Subsidiaries, taken as a whole, all of the Company Authorizations have been issued or granted to the Company or any of its Subsidiaries, are in full force and effect and constitute all Company Authorizations required to permit the Company and its Subsidiaries to operate or conduct its business or hold any interest in its properties or assets. Except as would not be material to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries is in compliance with all such Company Authorizations.