Compliance with Applicable Laws; Regulatory Matters. The Company and its Subsidiaries hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are necessary or advisable to the operation of their businesses, other than those which, individually or in the aggregate, the failure to hold could not reasonably be expected to have a Material Adverse Effect on the Company (the "Company Permits"). All such Company Permits are valid and in full force and effect, and no suspension or cancellation of any such Company Permit is pending or, to the knowledge of the Company, threatened, except as could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. The business of the Company and its Subsidiaries (including, without limitation, operation of each Company Benefit Plan) are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity ("Law") except for violations that individually or in the aggregate (1) would not result in a material penalty or fine, (2) would not constitute a material criminal violation, (3) would not result in cognizable damage to the business reputation of the Company or the Parent, and (4) which, individually or in the aggregate, could not otherwise reasonably be expected to have a Material Adverse Effect on the Company. As of the date of this Agreement, no investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened, other than investigations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.
Compliance with Applicable Laws; Regulatory Matters. The Company and the Company Subsidiaries hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are material to the operation of their businesses, taken as a whole (the “Company Permits”). The Company and the Company Subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company. The businesses of the Company and the Company Subsidiaries are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity, except for violations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company. To the Knowledge of the Company, as of the date of this Agreement, no investigation by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or threatened, other than investigations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.
Compliance with Applicable Laws; Regulatory Matters. Except for environmental matters, which are addressed in Section 2.1(o), CPA14 and the CPA14 Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “CPA14 Permits”), except where the failure so to hold such CPA14 Permits, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. CPA14 and the CPA14 Subsidiaries are in compliance with the terms of the CPA14 Permits, except where the failure to so comply, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. Except as disclosed in the CPA14 SEC Documents, the businesses of CPA14 and the CPA14 Subsidiaries are not being conducted in violation of any Law, except for violations which, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. No investigation or review by any Governmental Entity with respect to CPA14 or any CPA14 Subsidiary is pending or, to CPA14’s Knowledge, threatened, other than those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. Neither CPA14 nor any CPA14 Subsidiary is subject to any order, writ, injunction, decree, statute, rule or regulation that would, individually or in the aggregate, reasonably be expected to have a CPA14 Material Adverse Effect. CPA14 is not subject to any judgment, decree, injunction, rule or order of any Governmental Entity that prohibits or would reasonably be expected to prohibit any of the transactions contemplated hereby. CPA14 has not taken any action, nor have any other steps been taken or have any legal proceedings been commenced, nor to the Knowledge of CPA14, threatened, against CPA14, for the winding up, liquidation or dissolution of CPA14.
Compliance with Applicable Laws; Regulatory Matters. Except for environmental matters, which are addressed in Section 2.2(n), X. X. Xxxxx and the X. X. Xxxxx Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “X. X. Xxxxx Permits”), except where the failure so to hold such X. X. Xxxxx Permits, individually or in the aggregate, would not reasonably be expected to have a X. X. Xxxxx Material Adverse Effect. X. X. Xxxxx and the X. X. Xxxxx Subsidiaries are in compliance with the terms of the X. X. Xxxxx Permits, except where the failure to so comply, individually or in the aggregate, would not reasonably be expected to have a X. X. Xxxxx Material Adverse Effect. Except as disclosed in the X. X. Xxxxx SEC Documents, the businesses of X. X. Xxxxx and the X. X. Xxxxx Subsidiaries are not being conducted in violation of any Law, except for violations which, individually or in the aggregate, would not reasonably be expected to have a X. X. Xxxxx Material Adverse Effect. No investigation or review by any Governmental Entity with respect to X. X. Xxxxx or any X. X. Xxxxx Subsidiary is pending or, to X. X. Xxxxx’x Knowledge, threatened, other than those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a X. X. Xxxxx Material Adverse Effect. Neither X. X. Xxxxx nor any X. X. Xxxxx Subsidiary is subject to any order, writ, injunction, decree, statute, rule or regulation that would, individually or in the aggregate, reasonably be expected to have a W. P. Xxxxx Material Adverse Effect. None of X. X. Xxxxx or Merger Sub is subject to any judgment, decree, injunction, rule or order of any Governmental Entity that prohibits or would reasonably be expected to prohibit any of the transactions contemplated hereby or by this Agreement. None of X. X. Xxxxx or Merger Sub has taken any action, nor have any other steps been taken or have any legal proceedings been commenced, nor to the Knowledge of X. X. Xxxxx, threatened, against X. X. Xxxxx or Merger Sub, for the winding up, liquidation or dissolution of X. X. Xxxxx or Merger Sub.
Compliance with Applicable Laws; Regulatory Matters. (a) Parent and each of its material Subsidiaries is, and since January 1, 2004 the business of Parent has been operated, in compliance in all material respects with all material Requirements of Law. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since January 1, 2004, Parent has not received any written, or, to the Knowledge of Parent, oral notice from (and otherwise does not have any Knowledge of) any Governmental Authority that alleges any noncompliance (or that Parent is under any investigation by any such Governmental Authority for such alleged noncompliance) with any Requirement of Law relating to the business of Parent and its material subsidiaries.
(b) (i) Parent and/or the subsidiaries of Parent hold all Permits that are required in order to conduct the Parent’s business in the manner presently conducted under and pursuant to all Requirements of Law in all material respects; (ii) all such Permits are in full force and effect and are not subject to any suspension, cancellation, modification, revocation or any proceedings or investigations related thereto, and, to the knowledge of Parent, no such suspension, cancellation, modification, revocation, proceeding or investigation is threatened, nor do facts exist which would reasonably form the basis for any such suspension, cancellation, modification, revocation, proceeding or investigation that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (iii) no subsidiary of Parent is in default, and no condition exists that with notice or lapse of time or otherwise would constitute a default, under any such Permit that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(c) Neither Parent nor the subsidiaries of Parent has received notice from any regulatory agency or authority asserting noncompliance with any applicable Requirement of Law, regulation, order or Permit which assertion has had or could have a Material Adverse Effect. There is no material order of a Governmental Authority against Parent or any subsidiary of Parent outstanding or threatened. Except for routine examinations by regulatory agencies and authorities, no investigation by any regulatory authority with respect to Parent or any Subsidiary of Parent is pending.
(d) Parent and each subsidiary of Parent have filed all material reports and other material filings required to ...
Compliance with Applicable Laws; Regulatory Matters. The Company and its Subsidiaries hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities ("Permits") which are necessary to each of them to own, lease and operate its properties or to carry on its business as now being conducted, except for such failures to have received such Permits as would not reasonably be expected to have a Material Adverse Effect on the Company. The Company and its Subsidiaries and the Owned Real Property and the Leases are in compliance with the terms of such Permits, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect on the Company. The businesses of the Company and its Subsidiaries are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity, except for violations which would not reasonably be expected to have a Material Adverse Effect on the Company. No investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened, other than investigations which would not reasonably be expected to have a Material Adverse Effect on the Company.
Compliance with Applicable Laws; Regulatory Matters. BT and its Subsidiaries hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are material to the operation of the businesses of BT and its Subsidiaries, taken as a whole (the "BT Permits"). BT and its Subsidiaries are in compliance with the terms of the BT Permits, except where the failure so to comply, individually or in the aggregate, would not have a Material Adverse Effect on BT. Except as disclosed in the BT SEC Reports filed prior to the date of this Agreement, the businesses of BT and its Subsidiaries are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity, except for violations which, individually or in the aggregate, would not have a Material Adverse Effect on BT. As of the date of this Agreement, no investigation (other than with respect to Taxes) by any Governmental Entity with respect to BT or any of its Subsidiaries is pending or, to the best knowledge of BT, threatened, other than investigations which, individually or in the aggregate, would not have a Material Adverse Effect on BT. Since December 31, 1994, BT and each of its Subsidiaries required to make filings under all applicable laws regulating the telephone, mobile cellular, paging or other telecommunications business has filed with all applicable Governmental Entities all material forms, statements, reports and documents (including exhibits, annexes and any amendments thereto) required to be filed by them, and each such filing complied with all applicable laws, rules and regulations, except for such noncompliance which would not, individually or in the aggregate, have a Material Adverse Effect on BT or prevent or materially delay the performance of this Agreement by BT.
Compliance with Applicable Laws; Regulatory Matters. Mondavi and its subsidiaries hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Authorities which are material to the operation of their businesses, taken as a whole (the “Mondavi Permits”). Mondavi and its subsidiaries are in compliance with the terms of the Mondavi Permits, except where the failure so to comply, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Mondavi. The businesses of Mondavi and its subsidiaries are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Authority, except for violations which, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Mondavi. As of the date of this Agreement, no investigation by any Governmental Authority with respect to Mondavi or any of its subsidiaries is pending or, to the knowledge of Mondavi, threatened, other than investigations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Mondavi.
Compliance with Applicable Laws; Regulatory Matters. The Company and the Company Subsidiaries are, and since January 1, 2015 have been, in compliance with all applicable Laws and all Permits issued thereunder, except for instances of noncompliance that, 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 written communication during the period since January 1, 2015 from any person that alleges that the Company or a Company Subsidiary has any liability under, or is not in compliance with, any applicable Law or any Permit issued thereunder, except for such liabilities and instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 3.12 does not relate to matters with respect to Taxes, which are the subject of Section 3.09, benefits and labor matters, which are the subject of Section 3.10, or Intellectual Property, which is the subject of SECTION 3.14.
Compliance with Applicable Laws; Regulatory Matters. (a) The Company and its Subsidiaries (i) hold all material permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of its and their businesses and the operation of its and their properties and assets as they are presently operated (the “Permits”); (ii) are in material compliance with the terms of the Permits, and such Permits are valid, in full force and effect ; (iii) do not conduct and have not conducted their respective businesses in violation in any material respect of any Law of any Governmental Entity; and (iv) have not received any written warning, notice, notice of violation or probable violation, notice of revocation, or other written communication from or on behalf of any Governmental Entity, alleging (A) any violation of any Permit, or (B) that the Company and/or its Subsidiaries requires any Permit required for its business that is not currently held by it. No investigation or inquiry by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened.
(b) All material reports, documents, claims, notices or approvals required to be filed, obtained, maintained, or furnished to any Governmental Entity by the Company and its Subsidiaries have been so filed, obtained, maintained or furnished. All such reports, documents, claims and notices were complete and correct in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing.
(c) Except as set forth on Section 4.07(c) of the Disclosure Letter, none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, their officers, directors or managing employees, have engaged in any activities in their capacity as an officer, director or managing employee, as applicable, which are prohibited under federal or state criminal or civil laws or the regulations promulgated pursuant to such laws and would be material to the Company and its Subsidiaries taken as a whole.
