Compliance with Law; Litigation. The Concessionaire is not in breach of any applicable Law that could have a material adverse effect on the operations of the Metered Parking System. Neither the Concessionaire nor any Affiliate of the Concessionaire is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce or their successors, or on any other list of Persons with which the City may not do business under applicable Law: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List. There is no action, suit or proceeding, at law or in equity, or before or by any Governmental Authority, pending nor, to the best of the Concessionaire’s knowledge, threatened against the Concessionaire prior to or at the Time of Closing, which will have a material adverse effect on (i) the transactions contemplated by this Agreement or (ii) the validity or enforceability of this Agreement.
Compliance with Law; Litigation. The Lessee is not in breach of any applicable Law that could have a material adverse effect on the ability of the Lessee to comply with its obligations under this Agreement. Neither the Lessee nor any other Affiliate of the Lessee is listed on any of the following lists maintained by the Office of Foreign Assets Control of the United States Department of the Treasury, the Bureau of Industry and Security of the United States Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List or the Debarred List, or any other list of Persons with which the Authority may not do business under applicable Law. There is no action, suit or proceeding, at law or in equity, or before or by any Governmental Authority, pending nor, to the best of the Lessee’s knowledge, threatened against the Lessee or any Equity Participant that (i) would have a material adverse effect on the transactions contemplated by this Agreement or the Lessee’s ability to operate the LMM Airport Facility or (ii) would affect the validity or enforceability of this Agreement.
Compliance with Law; Litigation. (a) To the Company's Knowledge, the Company and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, concessions, leases, instruments, orders and approvals (the "Company Permits") of all Governmental Entities required to be held under applicable Legal Requirements, except such Company Permits the failure of which to hold, individually or in the aggregate, does not have and, in the future is not likely to have, a Material Adverse Effect on the Company. To the Company's Knowledge, the Company and its Subsidiaries are in compliance with the terms of the Company Permits, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. To the Company's Knowledge, the businesses of the Company and its Subsidiaries are not being conducted in violation of any Legal Requirement, except for such violations which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending, or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated to the Company in writing an intention to conduct the same, other than those the outcome of which would not have a Material Adverse Effect on the Company.
Compliance with Law; Litigation. (a) The Seller has operated and is operating the System in compliance with all applicable Laws, Authorizations and Permits and is not in breach of any applicable Law, Authorization or Permit. There are no Authorizations or Permits from any Governmental Authority necessary for the operation of the System as currently being operated except for those Authorizations and Permits listed in Schedule 4.14.
Compliance with Law; Litigation. (a) Except as disclosed in the TCI Music SEC Reports, TCI Music and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, concessions, leases, instruments, orders and approvals (the "TCI Music Permits") of all courts, administrative agencies or commissions or other governmental authorities or instrumentalities, domestic or foreign (each, a "Governmental Entity") required to be held under applicable Legal Requirements, except for such TCI Music Permits the failure of which to hold, individually or in the aggregate, does not have and, in the future is not likely to have, a Material Adverse Effect on TCI Music. To TCI Music's Knowledge, TCI Music and its Subsidiaries are in compliance with the terms of the TCI Music Permits, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect on TCI Music. To TCI Music's Knowledge, the businesses of TCI Music and its Subsidiaries are not being conducted in violation of any Legal Requirement, except for such violations which, individually or in the aggregate, would not have a Material Adverse Effect on TCI Music. No investigation or review by any Governmental Entity with respect to TCI Music or any of its Subsidiaries is pending, or, to the Knowledge of TCI Music, threatened, nor has any Governmental Entity indicated to TCI Music in writing an intention to conduct the same, other than those the outcome of which would not have a Material Adverse Effect on TCI Music.
Compliance with Law; Litigation. (a) Except as disclosed on Schedule 6.8(a), the Company and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, concessions, leases, instruments, orders and approvals (the "Company Permits") of all courts, administrative agencies or commissions or other governmental authorities or instrumentalities, domestic or foreign (each, a "Governmental Entity") required to be held under applicable Legal Requirements, except such Company Permits the failure of which to hold, individually or in the aggregate, does not have and, in the future is not likely to have, a Material Adverse Effect on the Company. To the Company's Knowledge, the Company and its Subsidiaries are in compliance with the terms of the Company Permits, except such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. To the Company's Knowledge, the businesses of the Company and its Subsidiaries are not being conducted in violation of any Legal Requirement, except such violations which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending, or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated to the Company in writing an intention to conduct the same, other than those the outcome of which would not have a Material Adverse Effect on the Company.
Compliance with Law; Litigation. All licenses, certificates and permits necessary for the legal conduct of Seller's business activities are valid and in full force and effect. Seller is not subject to any court or administrative judgment, order or decree. No suit, action, proceeding or other litigation to which Seller is a party is now pending, and none will be pending as of the Closing Date, which materially adversely affects Seller's authority to carry on its business, convey the Purchased Assets or Assumed Liabilities, or would in any manner affect the ability or authority of Seller to perform all of its obligations hereunder. Except as set forth on Schedule M, Seller has no knowledge of any claims, litigation, governmental proceeding or investigation involving it, nor has reason to believe that any such proceeding or investigation is pending or threatened or that there exists any basis for any such claim, litigation, proceeding or investigation. There are no labor disputes to which Seller is a party. Except as set forth on Schedule M, there are no pending or threatened unfair labor practice charges or discrimination complaints against Seller. Seller has no information concerning any potential violation of any federal, state or local environmental laws which might result in any future regulatory, civil or criminal action.
Compliance with Law; Litigation. Each of Parent and its Subsidiaries have, since July 1, 2008, complied, and are in compliance, in each case, in all material respects with all Regulations applicable to it or its business, and have not received written notice or to the Knowledge of Parent, oral notice from any Person alleging that Parent or its Subsidiaries have violated any such Regulation. Neither Parent nor any Subsidiary of Parent is subject to any outstanding Court Order which, individually or in the aggregate, has a Parent Material Adverse Effect or which would materially affect its ability to perform its obligations hereunder. There is no Action pending or, to the Knowledge of Parent or Acquisition Sub, threatened in writing against Parent or any of the Subsidiaries of Parent, nor to the Knowledge of Parent is there any investigation pending or threatened in which Parent of any of its Subsidiaries is the subject or target by any Governmental Entity, in each case which, individually in the aggregate, will have a Parent Material Adverse Effect.
Compliance with Law; Litigation. Except as set forth on Section 3.19(g)(vi)(B) of the First Xxxxxxx Disclosure Schedules, the activities and operations of each of the Joint Ventures have been conducted in compliance with all applicable federal, state and local laws and regulations. Except as set forth on Section 3.19(g)(vi)(B) of the First Xxxxxxx Disclosure Schedules, none of the Joint Ventures is party to any litigation, and, to First Chester’s Knowledge, no litigation involving any of the Joint Ventures has been threatened. No dispute, disagreement or controversy exists among any of the interest holders in any of the Joint Ventures regarding operations, profit/loss distributions and/or capital accounts. First Xxxxxxx has delivered true and correct copies of the organizational documents of each of the Joint Ventures and all material agreements relating thereto to Tower, and no default exists with respect to such documents and agreements or would exist but for the passage of time.
Compliance with Law; Litigation. Seller has complied with, and is not in violation of, applicable Turks and Caicos, international, U.S. federal, state and local statutes, laws, rules and regulations, which the failure to comply with would materially affect the use of any of the Technology and the operation of the Americom Products Business or Seller's ability to perform its obligations hereunder or which the failure to comply with would have a material adverse effect on the reputation and goodwill associated with the Americom Products. There are no suits, actions, arbitrations, or legal, administrative or other proceedings, or governmental investigations, pending or threatened against Seller in which there is a reasonable possibility of an adverse decision that could adversely affect Seller's ability to perform its obligations hereunder or that may affect the Technology or the operation of the Americom Products Business or that would have an adverse effect on the reputation and goodwill associated with the Americom Products. Seller is not subject to any injunction, order or decree of any court or administrative agency that may have an adverse effect on the ability of Seller to perform its obligations hereunder or that may affect the Technology or the operation of the Americom Products Business. 3.9 Brokerage or Finder's Fees. Seller has not engaged the service of any broker or finder in connection with the sale of the Americom Products Business. There is no broker, finder or other person who has any valid claim against Purchaser for a commission, finder's fee or brokerage fee in connection with this Agreement or the consummation of the transactions contemplated hereby by virtue of any actions taken by Seller. 3.10
