Company Permits; Compliance with Laws Sample Clauses

Company Permits; Compliance with Laws. (a) Each of the Company and its Subsidiaries holds all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders issued by appropriate Governmental Entities necessary for each of them to own, lease, operate and use its properties and assets or to carry on their respective businesses as they are now being conducted (the “Company Permits”). All the Company Permits are in full force and effect and the Company and its Subsidiaries are in compliance with the terms of the Company Permits, except, in each case, where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the Company’s knowledge, threatened. No Company Permit will cease to be effective as a result of the transactions contemplated hereby.
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Company Permits; Compliance with Laws. (a) The Company is in possession of, and (assuming that all consents, approvals, authorizations and other actions described in SECTION 2.05(b) have been obtained and all filings and obligations described in SECTION 2.05(b) have been made) immediately following the Closing will continue to possess, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company to own, lease and operate its properties and to carry on the Business in all material respects as it is now being conducted (the "Company Permits"), and, as of the date hereof, no suspension or cancellation of any material Company Permit is pending or, to the Knowledge of Seller, threatened. The Company has delivered copies or otherwise made available to Purchaser for inspection all Company Permits. The Company is up-to-date and current in all material respects with regard to record keeping and reporting that is necessary under any Company Permit, and no material Company Permit has been revoked, suspended, or limited in any material respect within the last five (5) years. All manuals, ratings, systems, and programs required to be in force, offered, promulgated, compiled, or assembled by the Company under any material Company Permit or other applicable Law, Federal Aviation Regulation ("FAR") or Department of Transportation regulation are complete, current, up-to-date, in full force and effect, and comply in all material respects with the Company Permit applicable thereto.
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Company Permits; Compliance with Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
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Company Permits; Compliance with Laws. (a) Schedule 3.5(a) accurately lists each material Permit issued to the Company by a Governmental Entity which is required for the operation or conduct of the Company's business (including, but not limited to the Facility), the holding of any interest in its properties and assets by the Company or the holding of any interest in the Company by the Seller (herein collectively referred to as the "Company Permits"). The Company Permits were duly and validly obtained and issued and are in full force and effect, are not subject to appeal or any other administrative or judicial review and constitute all Permits required for the Company to operate or conduct its business or hold interest in its properties and assets. No event has occurred and no fact exists with respect to the Company Permits that allows, or after notice or lapse of time or both would allow, modification, revocation or termination of any of the Company Permits, or would result in any other impairment of the rights of the holder of any of the Company Permits; subject in all cases to required renewals and reissuances of Permits in accordance with their terms. (b) Except as set forth in Schedule 3.5(b), the Company (i) has been at all relevant times in the past in compliance with all applicable Laws and Company Permits, except for any non-compliance that could not reasonably be expected to have a Seller Material Adverse Effect, and (ii) is currently in material compliance with all applicable Laws and Company Permits. (c) Except as set forth in Schedule 3.5(c), as of the date of this Agreement, to the Company's and Seller's Knowledge, the Company, the Seller and the Facility have not (i) received from any Governmental Entity or other Person any written notice of a violation, alleged violation, non-compliance, liability or potential liability, or investigation or inquiry with respect to the foregoing or (ii) entered into any material order or settlement with any Governmental Entity or Person. No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Company and Seller, threatened, under any applicable Law with respect to any property owned, operated, occupied or leased at any time by the Seller or the Company. (d) This Section 3.5 does not relate to litigation matters which are instead the subject of Section 3.8 hereof, or property matters which are instead the subject of Section 3.9 hereof. 3.6
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Company Permits; Compliance with Laws. (a) The Company has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Body (i) pursuant to which the Company currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Permits”), and all of the Company Permits are in full force and effect. The Company is, and at all times has been, in compliance in all material respects with all Applicable Law and all Company Permits. None of the Company Permits will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.
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Company Permits; Compliance with Laws. (a) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) the business of each of the Company and its Subsidiaries is conducted in compliance with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound (including the Foreign Corrupt Practices Act of 1977, as amended, the PRC Law on Anti-Unfair Competition issued on September 2, 1993, if applicable, and the Interim Rules on Prevention of Commercial Bribery issued by the PRC State Administration of Industry and Commerce on November 15, 1996, if applicable), (ii) the Company is in compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates and approvals of all Governmental Entities necessary for each of them to own, lease, operate and use its properties and assets or to carry on their respective business as it is now being conducted (the "Company Permits"), (iv) each of the Company and its Subsidiaries is in compliance with the terms of such Company Permits, and (v) no such Company Permit will cease to be effective as a result of the transactions contemplated hereby.
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Company Permits; Compliance with Laws. (a) Except as would not constitute a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries holds all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Entities necessary for each of them to own, lease, operate and use its properties and assets or to carry on their respective businesses as they are now being conducted (the “Company Permits”), (ii) all the Company Permits are in full force and effects and the Company and its Subsidiaries are in compliance with the terms of the Company Permits in all material respects and (iii) no suspension or cancellation of any of the Company Permits is pending or, to the Company’s knowledge, threatened. To the Company’s knowledge, no Company Permit will cease to be effective as a result of the Transactions.
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Company Permits; Compliance with Laws. The Company Group holds all permits, licenses, franchises, authorizations, certificates, approvals and orders issued or required to be issued by any Governmental Authority that are necessary for the Company Group to own, lease and operate the properties of the Company Group or to carry on the Business as it is now being conducted (the “Company Permits”), the Company Permits are in full force and effect, and no Claims have been instituted by any Governmental Authority seeking the suspension or cancellation of any Company Permit; except in any such case as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company Group. None of the members of the Company Group is in conflict with, or in default or violation of, (i) any Laws applicable to the Company Group or the Business or by which any property or asset of the Company Group is bound or affected or (ii) any of the Company Permits, except for any such conflicts, defaults or violations that have not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company Group.
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Company Permits; Compliance with Laws. (a) The Company and its Subsidiaries hold all material franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders issued by the appropriate Governmental Entities necessary for each of them to own, lease, operate and use its properties and assets or to carry on their respective business as it is now being conducted (the “Company Permits”). The Company and its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the Company’s knowledge, threatened. No Company Permit will cease to be effective as a result of the Transactions.
Sample 1

Related to Company Permits; Compliance with Laws

  • Permits; Compliance with Laws (a) (i) the Company and each Company Subsidiary are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals, product listings, registrations, Orders and other authorizations, including any supplements and amendments thereto, necessary for the Company and each Company Subsidiary to own, lease and operate their respective properties and assets in accordance with all Laws or to carry on their respective businesses in accordance with all Laws (the “Company Permits”) except where the failure to obtain or have any such Company Permit would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (ii) all such Company Permits are in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (iii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened. The consummation of the transactions contemplated hereby will not cause the revocation or cancellation of any Company Permit that is material to the Company and its Subsidiaries, taken as a whole.

  • Permits; Compliance with Law (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

  • Licenses and Permits; Compliance with Laws Except as set forth in Section 3.14 of the Disclosure Letter, the Company holds all franchises, permits, licenses, variances, exemptions, orders and approvals of all governmental entities which are material to the operation of the Company's business and is in compliance with the terms thereof. The Company has complied with and is not in any default under (and has not been charged with or received notice with respect to, nor is threatened with or under investigation with respect to, any charge concerning any violation of any provision of) any federal, state or local law, regulation, ordinance, rule or order (whether executive, judicial, legislative or administrative) or any order, writ, injunction or decree of any court, agency or instrumentality and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failures to comply.

  • Compliance with Law; Permits (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

  • Compliance with Laws; Permits The Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement or the issuance of the Shares or the Preferred Shares, except such as have been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing, as will be filed in a timely manner. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the business, assets, properties or financial condition of the Company and believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted.

  • Compliance with Laws; Licenses and Permits The Corporation and each Subsidiary has conducted and is conducting the business thereof in compliance in all material respects with all applicable laws, rules, regulations, tariffs, orders and directives of each jurisdiction in which it carries on business and possesses all material approvals, consents, certificates, registrations, authorizations, permits and licenses issued by the appropriate provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the business currently carried on, or contemplated to be carried on, by it, is in compliance in all material respects with the terms and conditions of all such approvals, consents, certificates, authorizations, permits and licenses and with all laws, regulations, tariffs, rules, orders and directives material to the operations thereof, and none of the Corporation or any Subsidiary has received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such approval, consent, certificate, authorization, permit or license which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, would materially adversely affect the conduct of the business or operations of, or the assets, liabilities (contingent or otherwise), condition (financial or otherwise) or prospects of, the Corporation or any Subsidiary.

  • Agreements’ Compliance with Laws This Agreement, the Investment Management Agreement and the Fee Agreements comply in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.

  • Compliance with Laws; Licenses (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m).

  • Compliance with Law; Governmental Approvals Each of the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

  • Compliance with Laws, Contracts, Licenses, and Permits The Borrower will, and will cause each of its Subsidiaries to, comply with (a) the applicable laws and regulations wherever its business is conducted, including all Environmental Laws, except where the failure to so comply would not reasonably be expected to have a materially adverse effect either individually or in the aggregate upon the business, assets or financial condition of the Borrower or any of its Subsidiaries, (b) the provisions of its charter documents and by-laws, (c) all agreements and instruments by which it or any of its properties may be bound, except where the failure to so comply would not reasonably be expected to have a materially adverse effect either individually or in the aggregate upon the business, assets or financial condition of the Borrower or any of its Subsidiaries, and (d) all applicable decrees, orders, and judgments. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or any of its Subsidiaries may fulfill any of its obligations hereunder or any of the other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agents and the Lenders with evidence thereof.

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