Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same.
(ii) None of the Company, any of its Covered Subsidiaries, any of the Company’s or the Covered Subsidiaries’ respective directors, officers, employees or, to the Company’s knowledge, Affiliates, agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or any of the Covered Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption Laws to which they may be subject,. Each of the Company, its Covered Subsidiaries and, to the Company’s knowledge, their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(iii) None of the Company, any of its Covered Subsidiaries, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates is an individual or entity (“Relevant Person”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including, without limitation, the U.S. Department of the ...
Compliance with Applicable Laws; Permits. (a) The Company and each of its Subsidiaries have conducted their businesses in compliance with all applicable PRC, U.S. and other national, federal, provincial, state and other Laws (including any applicable antitrust or competition Laws) and applicable requirements of the NYSE in all material respects.
(b) The Company and each of its Subsidiaries have all permits, licenses, authorizations, consents, orders and approvals (collectively, “Permits”) of, and have made all filings, applications and registrations with, any Governmental Authority that are required in order to carry on their business as presently conducted, except where the failure to have such Permits or the failure to make such filings, applications and registrations, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and all such Permits are in full force and effect and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current, except where such absence, suspension or cancellation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
(c) The Company is not in violation of any listing requirements of the NYSE and has no knowledge of any facts that would reasonably be expected to lead to delisting or suspension of its ADSs from the NYSE in the foreseeable future.
Compliance with Applicable Laws; Permits. (a) Since January 1, 2019, the GSRP Entities have at all times been in compliance in all material respects with each Applicable Law. None of the GSRP Entities has received any written notice (or, to the Knowledge of GSRP, other communication) asserting any violation by the GSRP Entities of any Applicable Law.
(b) The GSRP Entities are in possession of all material Permits required under Applicable Law for the operation of their respective businesses as currently conducted (“Business Permits”). Each Business Permit is valid and in good standing and is in full force and effect. Since January 1, 2019, the GSRP Entities have been in compliance in all material respects with the terms and requirements of each Business Permit. There are no proceedings pending or, to the Knowledge of GSRP, threatened, regarding (i) any actual or alleged violation of or failure to comply with any term or requirement of any Business Permit or (ii) any actual or potential withdrawal, suspension, cancellation, termination, modification or revocation of any Business Permit.
(c) The operations of GSRP and its Subsidiaries are being conducted in compliance in all material respects with applicable financial recordkeeping, reporting and other requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, any applicable order or regulation issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury, and all other applicable anti-money laundering or anti-terrorist-financing statutes, rules or regulations of any jurisdictions, and no action or proceeding by or before any Governmental Authority alleging violations of anti-money laundering statutes or anti-terrorist financing statutes by GSRP or any of its Subsidiaries is pending or, to the Knowledge of GSRP, threatened. None of GSRP or any of its Subsidiaries, nor, to the Knowledge of GSRP, any of their respective directors, officers, agents, employees or any other Persons acting on behalf of GSRP or any of its Subsidiaries has (i) violated the U.S. Foreign Corrupt Practices Act of 1977 or any similar foreign or state legal requirement, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated, or operated in a manner that does not comply with, any export restrictions, anti-terrorism law or regulation, anti-boycott r...
Compliance with Applicable Laws; Permits. (a) Except as set forth on SCHEDULE 5.16, the Company and its Subsidiaries have complied in all material respects with all laws, rules, regulations, writs, injunctions, decrees, and Orders applicable to it or to the operation of the Business (collectively, "Laws") and has not received any written notice of any alleged claim or threatened claim, violation of, liability or potential responsibility under, any such Law that has not heretofore been cured and for which there is no remaining liability other than those not having a Material Adverse Effect.
(b) The Company and its Subsidiaries hold all licenses, permits and other governmental authorizations (the "Permits") the absence of any of which could have a Material Adverse Effect, and the Company has delivered to Clarant an accurate list and summary description (which is set forth on SCHEDULE 5.16) of all such Permits. To the Knowledge of the Company and the Stockholders, the Permits listed on SCHEDULES 5.16 are valid, and neither the Company nor any Subsidiary has received any written notice that any Governmental Authority intends to cancel, terminate or not renew any such Permit. The Company and its Subsidiaries have conducted and are conducting their Business in compliance with the requirements, standards, criteria and conditions set forth in the Permits listed on SCHEDULE 5.16 and are not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in SCHEDULE 5.16, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company and its Subsidiaries by, any of the Permits listed on SCHEDULE 5.16.
Compliance with Applicable Laws; Permits. (a) Except as set forth in Section 4.7(a) of the OGE Disclosure Schedule, each of the Enogex Group Entities is in compliance with all applicable Laws, other than any noncompliance that could not, individually or in the aggregate, reasonably be expected to have an Enogex Material Adverse Effect. Neither OGE, nor any of its Subsidiaries, including any Enogex Group Entity, has received any written communication since December 1, 2006 from a Governmental Entity that alleges that any Enogex Group Entity is not in compliance in any material respect with any applicable Laws that has not been satisfactorily resolved. Notwithstanding the foregoing, the representations made by the Enogex Group Entities in this Section 4.7(a) shall not apply to any matters addressed in other representations contained in this Article IV, including representations with respect to environmental matters (which are provided for in Section 4.10), Tax matters (which are provided for in Section 4.14) and employment and benefits matters (which are provided for in Section 4.15).
(b) Enogex Group Entities are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate their properties and to lawfully carry on their businesses as they are now being conducted (collectively, the “Enogex Permits”), except where the failure to be in possession of such Enogex Permits could not, individually or in the aggregate, reasonably be expected to have an Enogex Material Adverse Effect. None of the Enogex Group Entities is in conflict with, or in default or violation of any of the Enogex Permits, except for any such conflicts, defaults or violations that could not, individually or in the aggregate, reasonably be expected to have an Enogex Material Adverse Effect.
Compliance with Applicable Laws; Permits. (a) The Company is in compliance in all material respects with all applicable Laws. The Company has not received any written communication from a Governmental Entity that alleges that the Company is not in compliance in any material respect with any applicable Laws. To the Knowledge of the Company, the Company is not under investigation with respect to the violation of any Laws and there are no facts or circumstances which could form the basis for any such violation.
(b) Except as set forth on Section 3.6(b) of the Transferor Disclosure Schedule, the Company is in possession of all franchises, grants, registrations, authorizations, licenses, permits (including Environmental Permits), easements, variances, exemptions, consents, certificates, approvals and orders (collectively, the “Permits”) necessary to own, lease and operate its properties and to lawfully carry on the Business as it is now being conducted. Section 3.6(b) of the Transferor Disclosure Schedule sets forth a list of all such Permits. All Permits are in full force and effect, and the Company has not received written notice that such Permits will not be renewed in the ordinary course after Closing. The Company is not in default or violation in any material respect with any of the Permits. The consummation of the transactions hereunder will not violate or result in the modification, suspension or termination of any such Permit.
Compliance with Applicable Laws; Permits. Each CCS Party is in compliance with, and the New Facility as of the Closing Date is in compliance with, all applicable Laws, in each case other than as listed or described on Schedule 3.1(e), or in each case where the failure to be in compliance with such Laws could reasonably be expected to have a Material Adverse Effect. There are no Permits required to be obtained or filed by any CCS Party under any applicable Law either to conduct the business of any CCS Party or otherwise to own or operate the New Facility, other than those listed or described on Schedule 3.1(e), or where the failure to obtain or file such Permits could reasonably be expected to have a Material Adverse Effect.
Compliance with Applicable Laws; Permits. (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Titanium Material Adverse Effect, Titanium, its Subsidiaries and the Titanium Real Property (a) are, and have been since January 1, 2018, in compliance with all Applicable Laws and Permits applicable to Titanium or its Subsidiaries and (b) to the Knowledge of Titanium, are not under investigation by any Governmental Entity with respect to, and have not been threatened in writing to be charged with or given notice by any Governmental Entity of, any violation or potential violation of any such Applicable Law. Titanium and its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses and ownership and operation of the Titanium Real Property, as presently conducted and used, and each of the Permits is in valid, subsisting and in full force and effect, except where the failure to hold or maintain a Permit has not had and would not reasonably be expected to have, individually or in the aggregate a Titanium Material Adverse Effect. There are no Actions pending or, to the Knowledge of Titanium, threatened in writing, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have, a Titanium Material Adverse Effect.
(b) Except as has not resulted in, and would not reasonably be expected to result in, material liability to Titanium and any of its Subsidiaries, taken as a whole, none of Titanium, its Subsidiaries or their respective Affiliates, nor, to the Knowledge of Titanium, has any of Titanium OP’s unconsolidated joint ventures and each of the officers and directors of the foregoing, have in the past five (5) years (i) violated any Anti-Corruption Laws; or (ii) offered, paid, promised to pay, authorized the payment of, received, or solicited anything of value under circumstances such that all or a portion of such thing of value would be offered, given, or promised, directly or indirectly, to any Person to obtain any unlawful and improper advantage.
(c) Except as has not resulted in, and would not reasonably be expected to result in, material liability to Titanium and any of its Subsidiaries, taken as a whole, at no time during the prior five (5) years has Titanium, its Subsidiaries or their respective Affiliates, nor, to the Knowledge of Titanium, has any of Titani...
Compliance with Applicable Laws; Permits. (a) To the County's Knowledge, the County has received no notice, written or otherwise, which remains unremedied or unresolved, respecting any violation by the County or its agents of any Applicable Law applicable to the operations of one or more of the Facilities or the Wastewater Collection Systems as they are currently conducted or the other Purchased Assets as currently operated. The County has timely paid all applicable fees, including registration fees and maintenance fees, if any, required by any Governmental Authority to maintain the Permits in good standing.
(b) Schedule 2.1(f) lists all Permits that are used by the County in the ownership, maintenance or operation of the Purchased Assets, as presently owned, maintained or operated. A true and complete copy of each Permit listed on Schedule 2.1(e) has previously been delivered by the County to the Buyer. To the County's Knowledge, all such Permits are in full force and effect, and the County has received no notice, written or otherwise, of default, suspension, revocation, or cancellation of any Permit from any Governmental Authority. To the County's Knowledge, the Permits listed in Schedule 2.1(f) are all of the Permits necessary for the County to conduct the operations of the Facilities, the Wastewater Collection Systems and the other Purchased Assets as currently conducted.
Compliance with Applicable Laws; Permits. Except as would not reasonably be expected to have a Company Material Adverse Effect, (a) the Company and each of its Subsidiaries are in, and since October 1, 2018, have been in, compliance with all Applicable Laws, Orders and Permits applicable to the Company and its Subsidiaries and (b) the Company and each of its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses, all such Permits will continue to be in full force and effect immediately following the Effective Time, and no suspension or cancellation of any such Permit is pending or, to the Knowledge of the Company, threatened.
