Compliance with Law; Governmental Authorizations Clause Samples

Compliance with Law; Governmental Authorizations. None of the Group Companies is in violation of any Governmental Order or Law applicable to them or any of their respective properties, except where any such violation would not reasonably be expected to have a Material Adverse Effect.

Compliance with Law; Governmental Authorizations. Except as set forth on SCHEDULE 3.7, the Sold Companies, the Subsidiaries and, to the Knowledge of the Sellers, the Venture Entities, and with respect to the Business, the Sellers and their subsidiaries, are currently in compliance with all Laws and Governmental Orders, except where noncompliance would not reasonably be expected, individually or in the aggregate, to have a Sold Company Material Adverse Effect. Except as set forth in SCHEDULE 3.7, each of the Sold Companies and the Subsidiaries and, to the Knowledge of the Sellers, each Venture Entity possess all licenses, consents, approvals, permits, registrations, certificates and other governmental authorizations ("PERMITS") necessary to own, lease and operate its assets and conduct the Business as currently conducted, except, in each case, where the failure to have such Permits would not reasonably be expected to have a Sold Company Material Adverse Effect. Except as set forth in SCHEDULE 3.7, as of the date of this Agreement, the Permits are in full force and effect and the Sellers, their subsidiaries, the Sold Companies and the Subsidiaries and, to the Knowledge of the Sellers, the Venture Entities have not received any written notice from any Governmental Authority (a) asserting that any Sold Company, Subsidiary or Venture Entity is not in material compliance with any Law or Permit or (b) threatening to suspend, revoke, revise, limit, restrict or terminate any Permit held by any Sold Company, Subsidiary or Venture Entity or declare any such Permit invalid. Except as set forth in SCHEDULE 3.7, (x) the statutory records of each of the Sold Companies and the Subsidiaries and, to the Knowledge of the Sellers, the Venture Entities required to be maintained by the Laws of its jurisdiction of incorporation have been properly kept and contain an accurate and materially complete record of the applicable matters required to be contained therein and no notice or allegation that any of them is incorrect or should be rectified has been received and (y) all documents required to be filed with any relevant authority in any relevant jurisdiction in respect of the Sold Companies and the Subsidiaries and, to the Knowledge of the Sellers, the Venture Entities have been filed and were correct in all material respects.

Compliance with Law; Governmental Authorizations. To the best of Seller's knowledge, Seller is in compliance with all federal, state and local laws, authorizations, licenses and permits of any governmental authority and all governmental orders affecting the business, operations, properties or assets of Seller, including federal, state and local: (i) Occupational Safety and Health Laws; (ii) private investigatory and other similar laws; (iii) the Fair Credit Reporting Act and similar state and local laws; and (iv) laws regarding or relating to trespass or violation of privacy rights. Seller has not been charged with violating, nor to the knowledge of Seller, threatened with a charge of violating, nor, to the knowledge of Seller, is Seller under investigation with respect to a possible violation of any provision of any federal, state or local law relating to any of its respective businesses, operation, properties or assets.

Compliance with Law; Governmental Authorizations. (a) Except as set forth in Section 3.16(a) of the Buyer Disclosure Schedule: (i) Buyer is, and at all times since the date of its initial incorporation has been, in full compliance with each Law and Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Buyer of, or a failure on the part of Buyer to comply with, any Law or Legal Requirement or (B) may give rise to any obligation on the part of Buyer to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) Buyer has not received, at any time since the date of its initial incorporation, any notice or other communication (whether oral or written) from any Governmental Entity or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Law or Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Buyer to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Section 3.16(b) of the Buyer Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by Buyer or that otherwise relates to the business of, or to any of the assets owned or used by, Buyer. Each Governmental Authorization listed or required to be listed in Section 3.16(b) of the Buyer Disclosure Schedule is valid and in full force and effect.

Compliance with Law; Governmental Authorizations. Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its Subsidiaries is, or has been since January 1, 2014, in conflict with, in default with respect to or in violation of, any Laws applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected and (ii) since January 1, 2014, neither the Company nor any of its Subsidiaries has been given written notice of, or been charged with, any unresolved violation of, any Laws; (b) the Company and each of its Subsidiaries have all Governmental Authorizations required to conduct their businesses as currently conducted and such Governmental Authorizations are valid and in full force and effect; (c) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Body threatening to revoke any such Governmental Authorization; and (d) the Company and each of its Subsidiaries are in compliance with the terms of such Governmental Authorizations.

Compliance with Law; Governmental Authorizations. (a) Except as set forth in Schedule 4.08(a) of the Buyer Disclosure Schedules: (i) Buyer is in compliance with each Law that is applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets and the violation of which would have a Material Adverse Effect on Buyer; and (ii) Buyer has not received any written notice from any Governmental Body or any other Person regarding (A) any actual or alleged, violation of, or failure to comply with, any Law, or (B) any actual or alleged, obligation on the part of Buyer or any of its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature which in either case would have a Material Adverse Effect on Buyer. (a) Each Governmental Authorization that is material to the financial condition, business or operations of Buyer and its Subsidiaries taken as a whole is valid and in full force and effect. Except as set forth in Schedule 4.08(b) of the Buyer Disclosure Schedules with respect to such Governmental Authorizations: Buyer and each of its Subsidiaries is in compliance in all material respects with all of the terms and requirements of each Governmental Authorization; neither Buyer nor any of its Subsidiaries has received any notice from any Governmental Body or any other Person regarding (A) any actual or alleged, violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual or proposed, revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization which in either case would have a Material Adverse Effect on Buyer; and (iii) all applications and other filings required to have been filed for the renewal of the Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies except as would not have a Material Adverse Effect on Buyer.

Compliance with Law; Governmental Authorizations. The Seller conducts, and since January 1, 2009, has conducted, the Business in compliance in all material respects with all permits, orders, injunctions and decrees and applicable laws, rules and regulations of any Governmental Authority. Schedule 3.9 sets forth all Governmental Authorizations held by the Seller related to the Business. The Seller is in material compliance with all such Governmental Authorizations.

Compliance with Law; Governmental Authorizations. 5.15.1 Except as set forth on the attached SCHEDULE 5.15, (i) the Company is, and at all times since January 1, 1992 has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its properties; (ii) no event has occurred or circumstance exists that (with or without notice, lapse of time, or both) (a) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (b) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) the Company has not received, at any time since January 1, 1992, any notice or other communication (oral or written) from any Governmental Authority or other Person regarding (a) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (b) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. 5.15.2 SCHEDULE 5.15 contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed on SCHEDULE 5.15 is valid and in full force and effect. Except as set forth on SCHEDULE 5.15, (i) the Company is, and at all times since January 1, 1992 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified on SCHEDULE 5.15; (ii) no event has occurred or circumstance exists that may (with or without notice, lapse of time, or both) (a) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed on SCHEDULE 5.15, or (b) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed on SCHEDULE 5.15; (iii) the Company has not received, at any time since January 1, 1992, any notice or other communication (oral or written) from any Governmental Authority or other Person regar...

Compliance with Law; Governmental Authorizations. (a) Except as set forth on Schedule 5.17(a) of the Disclosure Schedules: (i) Seller is, and has been since January 1, 2008, in compliance in all material respects with each Law that is or was applicable to it or to the conduct or operation of its Business or the ownership, lease, license, or use of any of its Purchased Assets; (ii) To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) that may constitute or result in a violation by Seller of, or a failure on the part of Seller to comply with any applicable Law, except for such violations or failures that would not, individually or in the aggregate, be reasonably likely to have Material Adverse Effect; and (iii) Seller has not received any written notice from any Governmental Body or any other Person, which has not already been previously remedied, regarding any actual material violation of, or material failure to comply with, any Law. (b) Schedule 5.17(b) of the Disclosure Schedules contains a complete and accurate list of each Governmental Authorization (including all Purchased Permits) that is held by Seller in respect of the Business or any of the Purchased Assets. Each Governmental Authorization listed or required to be listed on Schedule 5.17(b) of the Disclosure Schedules is valid in all material respects and in full force and effect. Except as set forth on Schedule 5.17(b) of the Disclosure Schedules: (i) To the Knowledge of Seller, no event has occurred or circumstance exists that may (with or without notice or lapse of time or both) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed on Schedule 5.17(b) of the Disclosure Schedules, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed on Schedule 5.17(b) of the Disclosure Schedules, except, in each case, as would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect. (ii) Except as would not be material to the Business, all applications required to have been filed for the timely renewal of the Governmental Authorizations listed or required to be listed on Schedule 5.17(b) of the Disclosure Schedules have been duly filed on a timely basis with the appropriate Governme...