Compliance with Laws and Orders; Permits. (a) The Company is in compliance with all Laws and Orders to which the business of the Company is subject, except where such failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The Company owns, holds, possesses or lawfully uses in the operation of its business all Permits that are necessary for it to conduct its business as now conducted, except where such failure to own, hold, possess or lawfully use such Permit would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Compliance with Laws and Orders; Permits. (a) To the Knowledge of the Sellers, the Companies are in compliance with all Laws and Orders to which the businesses of the Companies are subject, except where such failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The Companies own, hold, possess or lawfully use in the operation of their businesses all Permits that are necessary for them to conduct their businesses as now conducted, except where such failure to own, hold, possess or lawfully use such Permit would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Compliance with Laws and Orders; Permits. The Company and its Subsidiaries and their respective Joint Ventures are in compliance with all laws, statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, "Laws") or Orders applicable to the Company or any of its Subsidiaries or their respective Joint Ventures, including the Federal Power Act, the Atomic Energy Act, the Public Utility Holding Company Act of 1935 (prior to the effective date of its repeal, February 8, 2006), the Public Utility Holding Company Act of 2005, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, the Natural Gas Act of 1938 and applicable state Laws and regulations, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, consents, approvals, clearances, qualifications, concessions and authorizations from Governmental Authorities necessary for the lawful conduct of their respective businesses (collectively, "Permits"), and all such Permits are valid and in full force and effect, except where the failure to hold the same or of the same to be valid and in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or impair in any material respect the ability of the Company and its Subsidiaries to perform its respective obligations hereunder or prevent or materially delay consummation of the Transactions. The Company and its Subsidiaries are in compliance with the terms of all Permits, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Without limitation to the foregoing, the Company is, and has been, in compliance in all material respects with the applicable listing standards and corporate governance rules and regulations of the NYSE.
Compliance with Laws and Orders; Permits. (a) Parent and each of its Subsidiaries are in compliance in all material respects with all Laws and Orders applicable to Parent, its Subsidiaries, or any of the owned or leased real property of Parent or any of its Subsidiaries, or to the conduct of the business or operations of Parent or any of its Subsidiaries.
(b) Parent and its Subsidiaries have, and are in compliance with the terms of, all Permits, and no suspension or cancellation of any such Permits is pending or, to the Knowledge of Parent, threatened, except for such noncompliance, suspensions or cancellations that would not, individually or in the aggregate, have a Material Adverse Effect on Parent.
Compliance with Laws and Orders; Permits. (a) The operation of the business of the Company as currently conducted does not violate any Law or Order applicable to the Company or any of the Company's Assets and Properties, including without limitation the federal Fair Credit Reporting Act, the federal Gramm-Leach-Blilely Act, other federal or state Laws governing prixxxx, xxxxxance or financial products, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, and other Laws or regulations governing marketing, promotion and/or sales of goods or services. Except as set forth on SCHEDULE 2.13(a), neither the Company nor any of its directors, officers, Affiliates or employees or, to the Knowledge of the Company, agents has violated or is currently in default or violation under, any Law or Order applicable the Company or any of the Company's Assets and Properties, including without limitation the federal Fair Credit Reporting Act, the federal Gramm-Leach-Blilely Act, other federal or state Laws governing prixxxx, xxxxxance or financial products, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, and other Laws or regulations governing marketing, promotion and/or sales of goods or services. The Company has timely filed with the proper authorities all statements and reports required by all Laws or Orders to which the Company and its Assets and Properties and business are subject. To the Knowledge of the Company, there exists no claim of violation, or any actual violation, of any such Laws and Orders by the Company. There is not pending or, to the Knowledge of the Company, threatened, any action or other proceeding or, to the Knowledge of the Company, any investigation or complaint by or before any Governmental or Regulatory Authority relating to or arising out of the advertising or marketing practices or other business activities of the Company or to revoke, cancel, suspend, modify or refuse to renew, or otherwise relating to, any of the Permits.
(b) The Company has all Permits required by any Law or any Governmental or Regulatory Authority for the conduct of the Company's business as presently conducted. Each of such Permits is in full force and effect and the Company is in compliance with the terms and requirements thereof, and no such Permit is subject to any...
Compliance with Laws and Orders; Permits. Except as disclosed in Section 2.01(k) of the Disclosure Schedule, each of the Company and its Subsidiaries has complied with all Laws or Orders applicable to the Company or any Subsidiary or any of their respective Assets and Properties including, without limitation, Laws and Orders relating to customs, shipping, import and export of goods, currency restrictions and exchange controls. All Permits required by the Company and its Subsidiaries to conduct their businesses have been obtained, are in full force and effect and are being complied with in all material respects. All such Permits will remain in full force and effect immediately following the consummation of the transactions contemplated herein.
Compliance with Laws and Orders; Permits. (a) Arena and each of its Subsidiaries is, and since January 1, 2021, has been, in compliance with, and, to the knowledge of Arena, is not under investigation with respect to, and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that would not reasonably be expected to be, individually or in the aggregate, material to Arena and its Subsidiaries, taken as a whole. Neither Arena nor any of its Subsidiaries has, since January 1, 2021, received any written notice from any Governmental Authority regarding any potential or actual material violation of any Applicable Law, or provided any notice to any Governmental Authority regarding any potential or actual material violation by Arena or any of its Subsidiaries of any Applicable Law. There is no judgment, decree, injunction, rule or other Order of any arbitrator or Governmental Authority outstanding against Arena or any of its Subsidiaries or any of their respective properties, assets or rights that would reasonably be expected to be, individually or in the aggregate, material to Arena and its Subsidiaries, taken as a whole. The operation of Arena’s and its Subsidiaries’ business, as conducted and as currently proposed to be conducted, is compliant with all Applicable Law, except for failures to comply or violations that would not reasonably be expected to be, individually or in the aggregate, material to Arena and its Subsidiaries, taken as a whole.
(b) Neither Arena nor any of its Subsidiaries is a party to any agreement or settlement with any Governmental Authority with respect to any actual or alleged violation of any Applicable Law, except for agreements and settlements that would not reasonably be expected to be, individually or in the aggregate, material to Arena and its Subsidiaries, taken as a whole.
(c) Arena and its Subsidiaries hold, and have at all times since January 1, 2021, held, all Governmental Authorizations reasonably necessary for the lawful operation of the businesses of Arena and its Subsidiaries as currently conducted or as currently proposed to be conducted (the “Arena Permits”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to have, file or pay would not reasonably be expected to be, individually or in the aggregate, material to Arena and its Subsidiaries, taken as a whole. Except as would not reasonably be expected to be, individually o...
Compliance with Laws and Orders; Permits. (a) Except (i) as set forth in Section 4.13(a)-1 of the Company Disclosure Schedule and (ii) with respect to the matters described in Section 4.5(c), Section 4.9, Section 4.10 and Section 4.11, neither the Company nor any Subsidiary is, or since December 31, 2004 has been, in violation of or in default under any law, statute, rule or regulation having the effect of law of the U.S. or any state, county, city or other political subdivision thereof or of any Governmental Entity ("Laws") or writ, judgment, decree, injunction or similar order of any Governmental Entity, in each case, whether preliminary or final (an "Order"), applicable to the Company or any Subsidiary or any of their respective assets and properties the effect of which would, individually or in the aggregate, have a Company Material Adverse Effect. Section 4.13(a)-2 of the Company Disclosure Schedule lists each material Order applicable to the Company.
(b) The Company and its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, clearances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for the Company and its Subsidiaries to own, lease and operate their respective properties and assets and to carry on their respective businesses (including the business of the Company's captive insurance entity) as they are now being conducted (the "Company Permits"). Except as has not had, and would not reasonably be expected have, individually or in the aggregate, a Company Material Adverse Effect, (i) all Company Permits are in full force and effect and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened and (ii) the Company and its Subsidiaries are not in default or violation of the terms of the Company Permits.
(c) Section 4.13(c) of the Company Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of (A) all Permits issued or granted to the Company or any of its Subsidiaries by the FCC ("FCC Licenses"), and all Permits issued or granted to the Company or any of its Subsidiaries by public utility commissions or other state agencies regulating telecommunications or related businesses ("State Licenses" and, collectively with the FCC Licenses, the "Communications Licenses"); (B) all pending applications for Communications Licenses that would be Communications Licenses if issued o...
Compliance with Laws and Orders; Permits. Each of the Acquired Companies is and has since December 31, 2007 been in material compliance with all Laws or Orders applicable to the Acquired Companies, including the Natural Gas Act of 1938, applicable state Laws and regulations and all Laws regarding data protection and the privacy and security of personal information. The Acquired Companies hold all Permits necessary to the conduct of their respective businesses, and all such Permits are valid and in full force and effect, except where the failure to hold the same or of the same to be valid and in full force and effect would not reasonably be expected to be material to any Acquired Company or impair in any material respect the ability of Seller to perform its obligations hereunder or prevent or materially delay consummation of the Transactions. The Acquired Companies are in material compliance with the terms of all Permits.
Compliance with Laws and Orders; Permits. (a) Except as set forth in Section 4.7(a) of the Disclosure Schedule, each of the Companies is in compliance with all Laws and Orders to which the business of each of the Companies is subject, except where such failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) Except as set forth in Section 4.7(b) of the Disclosure Schedule, each of the Companies owns, holds, possesses or lawfully uses in the operation of its business all Permits that are necessary for it to conduct its business as now conducted, except where such failure to own, hold, possess or lawfully use such Permit would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
