Compliance; Governmental Authorization. (a) OWE has complied with -------------------------------------- all federal, state, territorial, local or foreign laws, ordinances, regulations or orders applicable to its business or assets, including, by way of description, and not limitation, matters relating to the environment, anti- competitive practices, discrimination, employment, health and safety, taxes, issuance of securities, customs duties and requirements and foreign practices. OWE has all federal, state, territorial, local and foreign governmental licenses and permits necessary in the conduct of its business as presently conducted, which licenses and permits are in full force and effect, and no violations are outstanding or uncured with respect to any such licenses or permits and no proceeding is pending or threatened to revoke or limit any of them. Such licenses, consents and permits shall not be affected in any respect by the transactions contemplated hereby.
(b) As used in this Agreement, "Hazardous Substance" shall mean and include all hazardous or toxic substances, wastes or materials, any pollutants or contaminants (including, without limitation, all oil and petroleum of any kind and in any form, asbestos and raw materials which include hazardous constituents), or any other similar substances, or materials which are included under or regulated by any applicable local, state, federal or foreign law, rule or regulation pertaining to environmental regulation, contamination, clean-up or disclosure, including, without limitation, the Clean Air Act, the Federal Water Pollution Control Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act of 1976, the Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Occupational Safety and Health Act, the Emergency Planning and Community Right- to-Know Act of 1986, and all comparable applicable state or local laws, orders and regulations, as any of the foregoing has heretofore been amended.
Compliance; Governmental Authorization. Except as set forth in Schedule 14 hereto, FM has complied in all respects with all Federal, state, local, or foreign laws, ordinances, regulations, and orders applicable to its business, including without limitation Federal and state securities laws applicable to all offerings prior to the Effective Time. FM has all Federal, state, local and foreign governmental licenses and permits material to and necessary in the conduct of its business, and such licenses and permits or exemptions are in full force and effect, and FM knows of no violations of any such licenses, permits or exemptions, and no proceedings are pending or threatened to revoke or limit the use of such licenses, permits or exemptions.
Compliance; Governmental Authorization. Except as set forth in Schedule 14 hereto, VI has complied in all respects with all Federal, state, local, or foreign laws, ordinances, regulations, and orders applicable to its business, including without limitation Federal and state securities laws applicable to all offerings prior to the Effective Time. VI has all Federal, state, local and foreign governmental licenses and permits material to and necessary in the conduct of its business, and such licenses and permits or exemptions are in full force and effect, and VI knows of no violations of any such licenses, permits or exemptions, and no proceedings are pending or threatened to revoke or limit the use of such licenses, permits or exemptions.
Compliance; Governmental Authorization. Except as set forth in Section 2.13 of the Disclosure Schedule, the Company:
(a) has complied in all material respects with, is not in default or violation in any material respect under, any and all Laws that apply to the Company and its operations, properties and business;
(b) has not received any or been made the subject of any claims, charges, or investigations, or threats of claims, charges, or investigations alleging the failure of the Company to comply with any Laws;
(c) has duly filed all reports and returns required to be filed by it with governmental authorities and has all Permits necessary for conducting its business and those Permits are in full force and effect, no violations have been recorded in respect of those Permits, and no proceeding is pending or threatened to revoke or limit any of those Permits; and
(d) has complied with all orders, writs, injunctions, and decrees applicable to the Company or to any of the Company's operations, assets, or properties.
Compliance; Governmental Authorization. 3.18.1 In all material respects, the Company and Seller have complied and are currently in compliance with all Federal, state, territorial and local laws, ordinances, regulations or orders applicable to the Real Property, and the Company, including, by way of description, and not limitation, matters relating to the environment, usage of the Real Property, the production, storage and marketing of any wine, anti-competitive practices, discrimination, employment, health and safety, state, federal and local taxes, issuance of securities, customs duties and requirements and foreign practices. The Company has all Federal, state, territorial, local and foreign governmental licenses and permits necessary in the conduct of its business as presently conducted, which licenses and permits are in full force and effect. No violations are outstanding or uncured with respect to any such licenses or permits and no proceeding is pending or, to the Best Knowledge of Seller, threatened to revoke or limit any of the licenses or permits.
Compliance; Governmental Authorization. Except as set forth on Schedule 4.10 attached hereto and except in relation to health and safety matters which are addressed in Section 4.23 and environmental matters which are addressed in Section 4.24, (a) the Seller has complied in all respects with all federal, state, local or foreign laws, ordinances, regulations or orders applicable to the Seller, the Business or the Purchased Assets and (b) the Seller has all federal, state, local and foreign governmental licenses and permits necessary to the conduct of the Business as presently conducted, which licenses and permits are in full force and effect, no violations are outstanding or uncured with respect to any such licenses or permits and no proceeding is pending or to Seller’s Knowledge threatened to revoke or limit any thereof. Schedule 4.10 contains a true, correct and complete list of all the aforesaid governmental licenses and permits, consents, orders, decrees and other compliance agreements under which the Seller or the Subsidiary is operating or bound, and the Seller has furnished to the Buyer true, complete and correct copies thereof.
Compliance; Governmental Authorization. (a) Neither Target nor any of its subsidiaries is in conflict with, or in default or violation of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Target or any of its subsidiaries is a party or by which Target or any of its subsidiaries or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations which would have a Material Adverse Effect on Target. No investigation or review by any governmental or regulatory body or authority is pending or threatened against Target or its subsidiaries, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which would not have a Material Adverse Effect on Target.
(b) Target and each of its subsidiaries have obtained each federal, state, county, local or foreign governmental consent, license, permit, grant, or other authorization of a Govern mental Entity which are material to the operations of the business of Target and its subsidiaries taken as a whole (collectively called "Target Authorizations"), and all of such Target Authorizations are in full force and effect, except where the failure to obtain or have any of such Target Authorizations would not have a Material Adverse Effect on Target.
Compliance; Governmental Authorization. Except as set forth in Schedule 14, SONTECH has complied in all respects with all federal, state, local, or foreign laws, ordinances, regulations, and orders applicable to its business, including, without limitation, federal and state securities laws applicable to all offerings prior to the Effective Time. SONTECH has all federal, state, local and foreign governmental licenses and permits material to and necessary in the conduct of its business; such licenses, permits, and/or exemptions are in full force and effect. SONTECH knows of no violations of any such licenses, permits, or exemptions, and no proceedings are pending or threatened to revoke or limit the use of such licenses, permits, or exemptions.
Compliance; Governmental Authorization. Each Borrower is in compliance -------------------------------------- in all material respects with, and all products, packaging and manufacturing contracts relating to the Setterstix Business and the Jackburn Business to which any Borrower is a party have complied and are in compliance in all material respects with, all material Federal, state, local and foreign laws, ordinances, regulations and interpretations, and any judgments, writs, injunctions, orders or decrees of any court, arbitrator, or governmental, administrative or self regulatory authority (including, without limitation, those relating to pollution, protection of the environment and health or safety) applicable to any Borrower or the Setterstix Business or the Jackburn Business. Each Borrower has all Federal, state, local and foreign governmental licenses and permits necessary in all material respects to conduct the Setterstix Business and the Jackburn Business as presently being conducted. Such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof, no proceeding is pending or, to the best of the knowledge of each Borrower after reasonable investigation, threatened, to revoke or limit any thereof and no Borrower knows of any basis for any such proceeding.
Compliance; Governmental Authorization. 19 Section 6.19. Labor Relations......................................20 Section 6.20. Compensation.........................................21 Section 6.21.
