Compliance with Laws; Government Approvals. (1) The Buyer is in compliance with any Requirement of Law, Order, permit, license or other governmental authorization or approval applicable to its business or by which any of its properties, assets or operations of its business is bound or affected, except for failures to comply or violations that would not have, individually or in the aggregate, a Buyer Material Adverse Effect. To the Buyer's knowledge, since its inceptions, the Buyer, in the operation of its business, has not violated any applicable Requirement of Law, Order, permit, license or other governmental authorization or approval, except for violations which, individually or in the aggregate, would not have a Buyer Material Adverse Effect.
(2) The Buyer holds all orders and all consents, permits, licenses, variances, exemptions and approvals from Governmental Authorities that are material to the operation of its business. The Buyer is in compliance with the terms of such consents, permits, licenses, variances, exemptions, orders and approvals, except where the failure to so comply would not have, individually or in the aggregate, a Buyer Material Adverse Effect.
Compliance with Laws; Government Approvals. (a) The Company and each of its Subsidiaries is and at all times since January 1, 2001 has been in compliance with, and to the Knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any law, Order, permit, license or other governmental authorization or approval applicable to the Company or any of its Subsidiaries or by which any property, asset or operation of the Company or any of its Subsidiaries is bound or effected, except for failures to comply or violations (i) that have not had or would not have, individually or in the aggregate, a Company Material Adverse Effect or (ii) that have not resulted or would not reasonably be expected to result in the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries or any of their respective officers or directors (excluding monetary fines, penalties and sanctions that, individually or in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole).
(b) Except for such exceptions that, individually or in the aggregate, would not have a Company Material Adverse Effect, (i) the Company and its Subsidiaries hold all consents, permits, licenses, variances, exemptions, Orders and approvals from Governmental Entities that are necessary or required for the operation of the business of the Company and its Subsidiaries taken as a whole (collectively, the "Company Permits"), (ii) the Company and its Subsidiaries are in compliance with the terms of the Company Permits and (iii) no suspension or cancellation of any of the Company Permits is pending or threatened, and no such suspension or cancellation will result from the transactions contemplated by this Agreement.
Compliance with Laws; Government Approvals. (a) Each of the Buyer Parties is in compliance with any Requirement of Law, Order, permit, license or other governmental authorization or approval applicable to its business or by which any of its properties, assets or operations of its business are bound or affected, except for failures to comply or violations that would not have, individually or in the aggregate, a Buyer Material Adverse Effect. To the Buyer Parties’ Knowledge, except as set forth on Schedule 4.11, since June 13, 2003 each of the Buyer Parties, in the operation of its business, has not violated any applicable Requirement of Law, Order, permit, license or other governmental authorization or approval, except for violations which, individually or in the aggregate, would not have a Buyer Material Adverse Effect.
(b) Each of the Buyer Parties holds all Orders and all consents, permits, licenses, variances, exemptions and approvals from Governmental Authorities that are material to the operation of its business. Each of the Buyer Parties is in compliance with the terms of such consents, permits, licenses, variances, exemptions, orders and approvals, except where the failure to so comply would not have, individually or in the aggregate, a Buyer Material Adverse Effect.
Compliance with Laws; Government Approvals. Iridium LLC will comply in all respects with all applicable Government Rules applicable to it or its property and all Government Approvals now or hereafter held by it, unless the failure to so comply could not reasonably be expected to have a Material Adverse Effect.
Compliance with Laws; Government Approvals. (1) Entertainment Arts Research Inc. is in compliance with any Requirement of Law, Order, permit, license or other governmental authorization or approval applicable to its business or by which any of its properties, assets or operations of its business is bound or affected, except for failures to comply or violations that would not have, individually or in the aggregate, a Seller Material Adverse Effect. To Seller’s knowledge, since 1999 Entertainment Arts Research Inc., in the operation of its business, has not violated any applicable Requirement of Law, Order, permit, license or other governmental authorization or approval, except for violations which, individually or in the aggregate, would not have a Seller Material Adverse Effect.
(2) Entertainment Arts Research Inc. holds all orders and all consents, permits, licenses, variances, exemptions and approvals from Governmental Authorities that are material to the operation of its business. Entertainment Arts Research Inc. is in compliance with the terms of such consents, permits, licenses, variances, exemptions, orders and approvals, except where the failure to so comply would not have, individually or in the aggregate, a Seller Material Adverse Effect.
Compliance with Laws; Government Approvals. (a) The Buyer is in compliance with any Requirement of Law, Order, permit, license or other governmental authorization or approval applicable to its business or by which any of its properties, assets or operations of its business is bound or affected, except for failures to comply or violations that would not have, individually or in the aggregate, a Buyer Material Adverse Effect. To the Buyer’s and KM’s Knowledge, since October 31, 2005 the Buyer, in the operation of its business, has not violated any applicable Requirement of Law, Order, permit, license or other governmental authorization or approval, except for violations which, individually or in the aggregate, would not have a Buyer Material Adverse Effect.
(b) The Buyer holds all Orders and all consents, permits, licenses, variances, exemptions and approvals from Governmental Authorities that are material to the operation of its business. The Buyer is in compliance with the terms of such consents, permits, licenses, variances, exemptions, orders and approvals, except where the failure to so comply would not have, individually or in the aggregate, a Buyer Material Adverse Effect.
Compliance with Laws; Government Approvals. (a) To the Knowledge of the Company, the Company and each of its Subsidiaries is and at all times since January 1, 2001 has been in compliance in all material respects with, is not under investigation with respect to, and has not been threatened to be charged with or given notice of any violation of, any material Law or Order applicable to the Company or any of its Subsidiaries or by which any property, asset or operation of the Company or any of its Subsidiaries is bound or affected.
(i) The Company and its Subsidiaries hold all consents, permits, licenses, variances, exemptions, and approvals from Governmental Entities that are necessary or required for the operation of the business of the Company and its Subsidiaries as currently conducted (collectively, the “Company Permits”), (ii) the Company and its Subsidiaries are in compliance in all material respects with the terms of the Company Permits and (iii) no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except with respect to clauses (i) and (iii), that would not, individually or in the aggregate, have a Company Material Adverse Effect.
Compliance with Laws; Government Approvals. Each party warrants that it will comply in all respects with all government laws and regulations, including without limitation any and all export restrictions. You will not knowingly transfer, export or re-export Software, Documentation, or Horizon’s Intellectual Property or Confidential Information, directly or indirectly, to (i) any country to the extent export to such country at the time of export requires an export license or other governmental approval, without first obtaining such license or approval or (ii) any country prohibited by the Department of Treasury or its Office of Foreign Asset Control or to any individual on the list of Specially Designated Nationals. You may not sell, transfer, export or re-export any Software, Documentation or Horizon’s Intellectual Property or Confidential Information for use in activities that involve the design, development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use products in any facility that engages in activities relating to such weapons. You are responsible for and must take all necessary steps to obtain any approval and effect any registration of this Agreement required under the laws, regulations or practices of any country, and shall indemnify Horizon for any damage arising out of your application for or failure to apply for such approvals.
Compliance with Laws; Government Approvals. (a) The Company and each of its Subsidiaries is and at all times since January 1, 1995 has been in compliance with and, to the Knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any statute, law, rule, regulation, judgement, decree, order, permit, license or other governmental authorization or approval applicable to the Company or any of its Subsidiaries (including the Occupational Safety and Health Act, 29 U.S.C. Section 641 et seq. and laws relating to indoor release or exposure to hazardous substances) or by which any property, asset or operation of the Company or any of its Subsidiaries is bound or affected, except for failures to comply or violations that have not had or cannot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) The Company and its Subsidiaries hold all consents, permits, licenses, variances, exemptions, orders and approvals from Governmental Entities that are material to the operation of the business of the Company and its Subsidiaries taken as a whole (collectively, the "COMPANY PERMITS"). The Company and its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure to so comply, individually or in the aggregate, would not have a Company Material Adverse Effect.
Compliance with Laws; Government Approvals. (1) Seller is in compliance with any Requirement of Law, Order, permit, license or other governmental authorization or approval applicable to the Assets, except for failures to comply or violations that would not have, individually or in the aggregate, a Material Adverse Effect On Assets.
(2) Seller holds all orders and all consents, permits, licenses, variances, exemptions and approvals from Governmental Authorities that are material to ownership and operation of the Assets. Seller is in compliance with the terms of such consents, permits, licenses, variances, exemptions, orders and approvals, except where the failure to so comply would not have, individually or in the aggregate, a Material Adverse Effect On Assets.
