Compliance and Litigation. 20.1 The Company and its directors, officers, employees and Approved Persons have at all times in relation to the business and assets of the Company complied in all material respects with its Articles of Association (or equivalent constitutional documents) and all applicable statutes, laws, regulations, rules and codes of practice in the United Kingdom or elsewhere.
20.2 The Company and its directors, officers, employees and Approved Persons, in relation to the business and assets of the Company, are not in breach of any order, decree or judgment of any court or any governmental or regulatory authority in the United Kingdom or elsewhere. The Company is empowered and duly qualified to carry on business in all jurisdictions in which it now carries on business and such business is carried out entirely through the Group and not through any corporate entity which is not a Group Company. Each Group Company is validly incorporated and subsisting in the jurisdiction in which it is registered.
20.3 All persons who perform controlled functions are Approved Persons. Each director, officer, employee or other Approved Person of the Company has in all respects complied with all applicable provisions and requirements of the FCA’s Approved Person regime.
20.4 Neither the Company nor any person for whose acts and defaults the Company may be vicariously liable is (in the case of any such person, in respect of such an act or default) a party to any litigation, arbitration, prosecution or other proceedings (including any proceedings before an Employment Tribunal or governmental, taxation, regulatory or administrative agency or authority) and no litigation, arbitration, prosecution, administrative action or other proceeding is threatened or pending by or (so far as the Warrantors are aware) against the Company or any such person (in respect of such an act or default) and (so far as the Warrantors are aware) there are no facts which (with or without the giving of notice or lapse of time) might reasonably be expected to give rise to any such litigation, prosecution, arbitration or other proceedings.
20.5 The Company is not subject to any order, decree or judgment given by any court or governmental, Taxation Authority, regulatory or administrative agency nor, so far as the Warrantors are aware, is any governmental or official enquiry or investigation concerning the Company or any of its officers or employees (in relation to the business and assets of the Company) in progress or p...
Compliance and Litigation. K.1 The Company has conducted its businesses and corporate affairs in accordance with its memorandum and articles of association in all material respects in accordance with all applicable laws and regulations of the United Kingdom and any relevant foreign country and, so far as the Warrantors are aware, there is no order, decree or judgment of any Court or any governmental agency or regulatory authority of the United Kingdom or any foreign country outstanding against the Company which may have a material adverse effect upon the business of the Company.
K.2 Save as claimant in proceedings for the collection of debts (not exceeding £100,000 in the aggregate) arising in the ordinary course of its business, the Company is not engaged either on its own account or vicariously in any suit, action, litigation, arbitration or tribunal proceedings or any governmental investigations. So far as the Warrantors are aware, no such suit action, litigation, arbitration or tribunal proceedings or governmental investigations are pending or threatened by or against the Company and so far as the Warrantors are aware there are no circumstances likely to lead to the same, no injunction has been granted against the Company and the Company has given no undertaking to any court or to any third party arising out of any legal proceedings.
K.3 Neither the Company nor any agreement, arrangement or practice to which it is a party, has been the subject of any investigation or inquiry by any governmental, administrative or regulatory body of which the Company has been notified.
K.4 The Company has obtained all material licences, permissions, authorisations and consents required for carrying on its business effectively in the places and in the manner in which such business is now carried on, such material licences, permissions, authorisations and consents are in full force and effect and so far as the Warrantors are aware there are no circumstances which may lead to any of the material licences, permissions, authorisations and consents being suspended, cancelled or revoked or not renewed, in whole or in part.
Compliance and Litigation. To the Warrantor’s best knowledge no Group Company has breached any applicable laws, judgements, awards, orders or any other acts of any court or arbitral body as well as any permits or authorisations applicable to it. The business of each Group Company has been conducted with due diligence and efficiency on a sound commercial basis in accordance with sound and prudent financial and business practices. All information and documents submitted by any Group Company to any person, entity or institution in connection with any grants from structural or other funds of the European Union or any other public funds have been materially true, correct and complete in all material respects. Each Group Company has duly fulfilled any requirements and conditions relating to such grants, and no Group Company has done or omitted to do anything that could give any person, entity or institution the right of recourse of any such grants or any part thereof. No Group Company is involved in any legal action, suit, litigation, prosecution, investigation, enquiry, arbitration or other legal or administrative proceeding and, to the Warrantor’s best knowledge, there are no grounds or circumstances likely to lead to any of the foregoing. There are no outstanding judgements, awards, orders or any other acts of any court of arbitral body against any Group Company.
Compliance and Litigation. J.1 The members of the Telecom UK Group have conducted their businesses in all material respects in accordance with all applicable laws and regulations of the United Kingdom and the terms of the Telecommunications Licences referred to in J.3 below and Racal USA has conducted its business in all material respects in accordance with all applicable laws and regulations of the United States or any state thereof and there is no order, decree or judgment of any Court or any governmental agency of the United Kingdom or, so far as the Sellers are aware, any foreign country outstanding against any Telecom Group member which may have a material adverse effect upon the assets or businesses of the Company (and no notice has been received threatening any of the same).
J.2 Save as claimant in proceedings for the collection of, so far as the Sellers are aware, debts (not exceeding (Pound Sterling)50,000 in the aggregate) arising in the ordinary course of its business, no member of the Telecom Group is engaged in any litigation or arbitration proceedings. There are no litigation or arbitration proceedings pending or threatened by or against members of the Telecom Group, no injunction has been granted against members of the Telecom Group and members of the Telecom Group, and the Sellers are not aware of circumstances which may give rise to such proceedings. The Company has not given any undertaking to any court or to any third party arising out of any legal proceedings.
J.3 The members of the Telecom Group have been granted all licences under the Telecommunications Xxx 0000 and the Wireless Xxxxxxxxxx Xxx 0000 that are necessary for their current operations and businesses ("Telecommunications Licences") and these continue to be in full force and effect and no Telecom Group member has been notified of any ground for revoking, or not renewing, or of any proposal for amending or of any proceedings which may be taken in relation to, any of the existing Telecommunications Licences.
J.4 The Director General of Telecommunications ("DG") has not made any determination or taken any action under any of the Telecommunications Licences for the purposes of enforcing compliance with their terms which relates specifically and exclusively to any Telecom Group member rather than being of general industry effect, against any Telecom Group member and is not in the process of doing so and, so far as the Sellers are aware, no Telecom Group member has acted in a manner that would cause it to be...
Compliance and Litigation. 14.1 The Company has conducted, and is conducting, its business in all material respects in accordance with all applicable Laws of the United Kingdom and any relevant foreign country.
14.2 There is no order, decree or judgment of any Court or any Governmental Authority of the United Kingdom or any relevant foreign country outstanding against the Company.
14.3 All material necessary Permits have been obtained by the Company to enable the Company to carry on its business in the places and in the manner in which such business is now carried on, all such Permits are valid and subsisting, and in the twelve months ended on the date of this Agreement the Company has not received any written notice to the effect such Permits have not been complied with by the Company in any material respect.
14.4 No Group Company is engaged in any material Proceeding and there are no material Proceedings pending or threatened by or against any Group Company.
Compliance and Litigation. 8.1 So far as the Sellers are aware the Company and its officers and employees (past and present) in the course of their respective duties have complied in all material respects with all applicable laws and regulations of the United Kingdom (including in respect of immigration compliance).
8.2 The Subsidiary has:
(a) obtained and maintained in full force and effect and paid all sums due in respect of:
(i) a Premises Licence granted under the Licensing Act 2003 in respect of the Property authorising the licensable activities comprising the sale of alcohol, the provision of late night refreshment and the provision of regulated entertainment comprising of live music, recorded music, dancing and the showing of film;
(ii) a licence from Phonographic Performance Limited in relation to the playing in public of sound recordings; and
(iii) a licence from the Performing Rights Society for the playing in public of copyrighted music (together the “Licences”);
(b) not received any notice that there has been any breach of the terms and conditions of the Licences and the Seller is not aware of any fact, matter or circumstance which he is aware is likely to lead to the Licences being breached, withdrawn or terminated by the relevant issuing authority or body.
8.3 There is no other material licence, approval or authority (other than the Licences referred to in paragraph 8,2 above) which is necessary for the operation of the business of the Subsidiary as currently conducted by the Subsidiary.
8.4 The Company has not received any notice in writing from any authority with statutory powers to enforce the same, that the Company does not have, or is otherwise in material breach of, nor is the Seller aware of any circumstances which might result in the revocation of any of the licences, consents, approvals, permissions, permits, certificates, qualifications, registrations and other authorisations (public and private) necessary for the operation of its business in the manner in which it is currently carried on.
8.5 Neither the Company nor the Seller is involved in any civil, criminal, or arbitration proceedings in relation to the business and which would involve any appearance before any court, tribunal or similar body with the authority to make orders which are legally binding on the Company or the relevant director in any jurisdiction (together the "Proceedings") and so far as the Seller is aware:
(a) no Proceedings nor any notice in writing threatening any such Proceedings agai...
Compliance and Litigation. Each party, its officers, directors, agents, employees and servants are in material compliance with all Applicable Rules.
4.5.1 Correspondent further represents and warrants that, except as set forth in a letter of even date herewith, there is no claim, action, proceeding, investigation or inquiry pending or threatened before any court, tribunal, administrative judge or hearings officer alleging a violation of an Applicable Rule, or seeking suspension or cancellation of its broker or dealer registration with any state or the SEC or its membership in any Exchange or the NASD.
4.5.2 Correspondent further represents and warrants that, except as set forth in a letter of even date herewith, there is no claim, action, proceeding or arbitration pending or threatened in any court or tribunal seeking damages in excess of $ 10,000.
Compliance and Litigation. (a) The Company has complied with all applicable federal, state, local or other governmental statutes, regulations, orders and restrictions in respect of the conduct of the Company's business and ownership of its properties, except for such failures to comply as, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. The Company has all federal, state and local franchises, licenses, permits and other governmental approvals necessary for the conduct of the Company's business and the ownership of its properties, except for such franchises, license, permits or governmental approvals as, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect.
(b) There is no action, proceeding or investigation pending, or, to the knowledge of such Seller, threatened, against the Company or its officers, directors or members, or to the knowledge of such Seller, against employees of the Company (or, to the knowledge of such Seller, any basis therefore or threat thereof): (1) which could reasonably be expected to result, either individually or in the aggregate, in (a) any material adverse change in the business, prospects, conditions, affairs or operations of the Company or in any of its properties or assets, or (b) any material impairment of the right or ability of the Company to carry on its business as now conducted or as proposed to be conducted by the Company, or (c) any material liability on the part of the Company; or (2) which questions the validity of this Agreement, or any action taken or to be taken in connection herewith, including in each case, without limitation, actions pending or threatened involving the prior employment of any of the Company's employees, the use in connection with the Company's business of any information or techniques allegedly proprietary to any of the former employers of such employees or their obligations under any agreements with prior employers. The Company is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company currently intends to initiate.
Compliance and Litigation. Each party, its officers, directors, agents, employees and servants are in material compliance with all Applicable Rules, and will remain in material compliance through the term of this Agreement and any renewal term.
Compliance and Litigation. No Group Company has done or omitted to do anything in material breach of any relevant statutory requirement, bye laws or regulations of the United Kingdom or any other jurisdiction applicable to it or its business where such contravention would have a material adverse effect on the continued operation of the business of the Group taken as a whole after Completion.
