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 System or the Concessionaire. 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 United States Department of the Treasury, the Bureau of Industry and Security of the United States 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. (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.
(b) There is no suit, action or proceeding pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on the Company nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on the Company.
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.
(b) Except as disclosed in the TCI Music SEC Reports or on Schedule 4.8(b), there is no suit, action or proceeding pending or, to the Knowledge of TCI Music, threatened, against or affecting TCI Music or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on TCI Music nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against TCI Music or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on TCI Music.
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. The Seller has operated and is operating the System in compliance, in all material respects, with all applicable Laws, Authorizations and Permits and is not in breach of any applicable Law, Authorization or Permit that would have a Material Adverse Effect on the operations of the System or on the Buyer. 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. The Authority has operated and is operating the LMM Airport Facility in compliance, in all material respects, with all applicable Laws and the Authority is not in material breach of any applicable Law. Except for those matters referred to in Section 3.19 and Section 3.20 or disclosed on Schedule 4, 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 Authority’s knowledge, threatened against the LMM Airport Facility, the LMM Airport Facility Assets or the Authority or any agency thereof in respect of the LMM Airport Facility prior to or at the Time of Closing, which (i) would reasonably be expected to have a Material Adverse Effect on the operations of the LMM Airport Facility or
Compliance with Law; Litigation. The businesses of the Company and its Subsidiaries are not being, and have never been, conducted in violation of any Laws, except for violations which in the aggregate do not constitute a Material Adverse Effect. Except as described in the SEC Filings made prior to the date hereof or as reflected in the Company's financial statements (including the notes thereto) referred to in Section 4.5 or in Section 4.7 of the Disclosure Schedule, there is no suit, action or proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in liability to the Company or any of its Subsidiaries in an amount in excess of $250,000, or restrain or prohibit consummation of the transactions contemplated hereby; nor is there any decree, injunction, judgment, order, ruling, assessment or writ ("ORDER") outstanding against the Company or any of its Subsidiaries which constitutes in the aggregate a Material Adverse Effect or would restrain or prohibit consummation of the transactions contemplated hereby.
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.
Compliance with Law; Litigation. (a) Circle K is in compliance in all material respects with (i) all material licenses and permits from governmental or regulatory authorities (collectively, "Permits") required by applicable laws, rules and regulations to be held by Circle K that are necessary for the operation of the CK Properties in the ordinary course of business, and (ii) all rules and regulations applicable to the CK Properties, except for such noncompliance that, alone or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CK Assets.
(i) There is no action, suit or proceeding pending or, to the Knowledge of Circle K, threatened against Circle K relating to the CK Properties, that, if determined adversely to Circle K, would reasonably be expected to have a Material Adverse Effect on the CK Assets, and (ii) Circle K is not subject to or bound by any judgment, decree, injunction or other order relating to any of the CK Assets.
Compliance with Law; Litigation. (a) CrossAmerica is in compliance in all material respects with (i) all material Permits required to be held by CrossAmerica that are necessary for the operation of the CAPL Properties in the ordinary course of business, and (ii) all rules and regulations applicable to the CAPL Properties, except for such noncompliance that, alone or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CAPL Assets.
(i) There is no action, suit or proceeding pending or, to the Knowledge of CrossAmerica, threatened against CrossAmerica relating to the CAPL Properties, that, if determined adversely to CrossAmerica, would reasonably be expected to have a Material Adverse Effect on the CAPL Assets, and (ii) CrossAmerica is not subject to or bound by any judgment, decree, injunction or other order relating to any of the CAPL Assets.
