Compliance with Law; Licenses. Each Group Company has at all times carried on its business in compliance with all applicable laws and regulations in all material respects. No Group Company nor, to the best knowledge of each Group Company, any of their directors, officers, employees or agents, has committed any criminal offence or any tort or any breach of the requirements or conditions of any statute, treaty, regulation, by-law or other obligation relating to such Group Company or the carrying on of its business. Without prejudice to the generality of the foregoing, each of the Group Companies is duly qualified, licensed or admitted to do business in each jurisdiction in which it currently conducts business and holds all Licenses necessary to the conduct of its business except for those the absence of which would not result in a Material Adverse Effect. All necessary filings and registrations with the relevant PRC Governmental Authorities required in respect of any subsidiary of the Company incorporated under the laws of the PRC have been duly and timely made in accordance with the relevant PRC laws except for those the absence of which would not result in a Material Adverse Effect. In this Agreement, “Licenses” means all licenses, permits, certificates of authority, authorizations, approvals, registrations, filings, franchises and similar consents granted or issued by any Governmental Authority.
Compliance with Law; Licenses. (a) The Company and each of its subsidiaries are not, and since January 1, 2018 (the “Applicable Date”) have not been, in material violation of, and are, and since the Applicable Date have been, in compliance with, any Law applicable to the Company or any of its subsidiaries or any of their respective assets, businesses or properties, except for instances of non-compliance that would not have, or reasonably be expected to have, a Material Adverse Effect.
(b) The Company and each of its subsidiaries hold all permits, licenses, authorizations, exemptions, exceptions, certificates, orders, consents, grants, approvals and franchises from Governmental Entities required for the Company and its subsidiaries to conduct their respective businesses and own, lease and operate their respective assets and properties as they are now being conducted (the “Licenses”) and all Licenses are in full force and effect, in each case except as would not have, or reasonably be expected to have, a Material Adverse Effect. Since the Applicable Date, none of the Company or any of its subsidiaries has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any of the Licenses, except for any of the Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. The Company and its subsidiaries are, and since the Applicable Date have been, in compliance with the terms and conditions of the Licenses, except for any such Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. No suspension or cancellation of any of the Licenses is pending or, to the knowledge of the Company, threatened, except for any such Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. Section 3.6(b) of the Company Disclosure Letter sets forth as of the date hereof a list of all of the Licenses.
(c) The consummation of the transactions contemplated hereby shall not result in any conflict, default or violation of any Licenses, except for any such Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect.
Compliance with Law; Licenses. Except as set forth in Schedule 3.12 hereto, to the knowledge of the Seller, the Business is in compliance in all material respects with all applicable laws, rules and regulations, except where the failure to so comply would not have a Business Material Adverse Effect. Except as would not have a Business Material Adverse Effect, to the knowledge of the Seller, the Business has all of the Licenses required for the operation of the Business as conducted as of the date of this Agreement. (This Section 3.12 does not relate to environmental matters, which matters are covered instead exclusively in Section 3.18.)
Compliance with Law; Licenses. Comply, and cause each Subsidiary to comply, in all material respects with all Federal, state, local or foreign applicable statutes, rules, regulations and orders, including those relating to terms and conditions of employment, labor relations and collective bargaining, wages and hours, leave laws, workers’ compensation, unemployment compensation, immigration, income tax, notice for plant closings and mass layoffs, occupational safety and health, and equal employment practices.
Compliance with Law; Licenses. Except as would not reasonably be expected to have a Company Material Adverse Effect:
(a) Except as set forth in Schedule 3.07, each of the Cablevision Companies and the Companies has conducted the Business in compliance with all Laws and Judgments applicable to it or any of its properties or assets, and none of the Cablevision Companies (with respect to matters that are directly related to the Business) or the Companies is in violation of any such Law or Judgment.
(b) Except as set forth on Schedule 3.07, the Companies have, or as of the Closing will have, all material permits, waivers, certificates, approvals, orders, licenses, consents, authorizations, franchises, and amendments thereto from Governmental Authorities (including those required under the Communications Act) (collectively, the "Licenses") necessary for the ownership, lease and operation of the Assets and the conduct of the Business as conducted as of the date hereof and as of the Closing Date. The Licenses in effect as of the date hereof are set forth in Schedule 3.07 (which is accurate in all material respects). The Licenses are in full force and effect, the Companies are and have been during the three years prior to the date hereof in compliance with all requirements of such Licenses and a Company has filed all reports, notifications and filings with, and has paid all regulatory fees to, the applicable Governmental Authority necessary to maintain all Licenses in full force and effect.
Compliance with Law; Licenses. The Purchased Assets and the operation of the Business are in all respects in compliance with all applicable laws, statutes, ordinances, rules, regulations, permits, licenses and authorizations, including those concerning labor and employment, environmental and tax matters. The Seller holds and has in all respects complied with the permits, licenses and authorizations set forth on Schedule 3.11, which are all of the permits, licenses and authorizations required to conduct the Business and (to the extent they are transferable) are included in the Purchased Assets. Neither the Seller nor the Stockholder has received any notice that any government or governmental authority or instrumentality intends to cancel, terminate or not renew any such permit, license or authorization.
Compliance with Law; Licenses. First Party conducts its business in compliance, in all material respects, with all applicable laws, governmental regulations and judicial and administrative decisions and no notice or warning asserting the lack of such compliance has been
Compliance with Law; Licenses. To each Seller's Knowledge, such Seller is not operating its Business in violation of any applicable federal, state or municipal laws, regulations or ordinances, the violation of which would have a Material Adverse Effect. Each Seller possesses all licenses and other required governmental or official approvals, permits, consents and authorizations required for the operation of the Business, except to the extent failure to possess such license, approval, permit, consent or authorization would not have a Material Adverse Effect.
Compliance with Law; Licenses. 15.21.1 The Franchisee shall comply with all laws and City policies.
15.21.2 The Franchisee at its sole cost and expense shall obtain and shall comply with all requirements of any licenses and permits necessary for the provision of the Services from any governmental body having jurisdiction over the Franchisee regarding the Services.
Compliance with Law; Licenses. (a) Except as set forth in Section 4.13(a) of the Disclosure Schedule, the Company is and has been in compliance in all material respects with all applicable Laws, orders and decrees governing the conduct or operation of its business, and with all of its Licenses. Neither Sellers nor the Company has received any notice of any violation of any such Law, order, decree or License, and to the Knowledge of Sellers and the Company, no such violation has been threatened.
(b) All material governmental licenses, approvals, authorizations, registrations, consents, orders, certificates, decrees, franchises and permits (collectively, “Licenses”) of the Company, are listed in Section 4.13(b) of the Disclosure Schedule. Such Licenses are all of the material Licenses necessary for the Company’s ownership and operation of its properties and assets, manufacturing, marketing, sale and distribution of the Company Products by the Company and the conduct and operation of its business. All such Licenses are in full force and effect; and no proceeding is pending or, to the Knowledge of Sellers and the Company, threatened, seeking the revocation or limitation of any such License. To the Knowledge of Sellers and the Company, there exists no state of facts which could cause any Governmental Body to limit, revoke or fail to renew any License related to or in connection with any business as currently conducted or operated by the Company.
