Compliance; Licenses and Permits. To Seller’s Knowledge, Seller has in all material respects complied with all laws, ordinances, rules, regulations, orders, filings, judgments, and decrees of any Governmental Authority applicable to the operation of its Business. Seller has not received any written notification, warning or inquiry from, or given any notification to or had any communication with, any Governmental Authority, with respect to any violation or alleged or possible violation of any law that may be applicable to Seller. Seller has not been cited or found guilty of any violations or offenses of any alcoholic beverage control laws. Schedule 2.1(i) sets forth all Licenses held or owned by Seller together with name of owner, issuer, expiration date, and whether such license is freely transferable or assignable, the party or parties whose consent is required for such transfer or assignment. Seller has all licenses, permits, consents, use agreements, approvals, authorizations and certifications required to conduct its Business, all of which are in validly existing, valid, and effective. Other than Seller, no Person, including without limitation any Affiliate of Seller, holds any License, relating to Seller’s Business or Franchise Rights. Seller shall use its commercially reasonable efforts to assist Purchaser in obtaining all Licenses necessary for the ownership and operation of its Assets and Business.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Ruths Chris Steak House, Inc.), Asset Purchase Agreement (Ruths Chris Steak House, Inc.), Asset Purchase Agreement (Ruths Chris Steak House, Inc.)
Compliance; Licenses and Permits. To Seller’s each Sellers’ Knowledge, such Seller has in all material respects complied with all laws, ordinances, rules, regulations, orders, filings, judgments, and decrees of any Governmental Authority applicable to the operation of its Business. Seller has The Sellers have not received any written notification, warning or inquiry from, or given any notification to or had any communication with, any Governmental Authority, with respect to any violation or alleged or possible violation of any law that may be applicable to Seller. Seller has not been cited Sellers, nor are any facts known to the Sellers that may reasonably be expected to give rise to any such notification, warning or found guilty of any violations or offenses of any alcoholic beverage control lawsinquiry. Schedule 2.1(i) sets forth all Licenses held or owned by such Seller together with name of owner, issuer, expiration date, and whether such license is freely transferable or assignable, and the party or parties whose consent is required for such transfer or assignment. Such Seller has all licenses, permits, consents, use agreements, approvals, authorizations and certifications required to conduct its Business, all of which are in validly existinggood standing, valid, and effective. Other than such Seller, no Person, including without limitation any Person or Affiliate of Seller, the Sellers holds any License, relating to Seller’s its Business or Franchise Rights. Such Seller shall use its commercially reasonable efforts to assist Purchaser in obtaining all Licenses necessary for the ownership and operation of its Assets and Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ruths Chris Steak House, Inc.)