Compliance with Laws; Licenses and Permits. Sellers are not in violation of, and have not received any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership of the Acquired Assets. Sellers have complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation of the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filed.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Radio Unica Corp), Asset Purchase Agreement (Blaya Inc)
Compliance with Laws; Licenses and Permits. Except as set forth in Schedule 4.8(a) attached hereto, none of the --------------- Company, the Subsidiary, or the Sellers are not is in violation ofof any Legal Requirement which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating results, Accreditation or business of the Company, or the Subsidiary or the Schools, and have not none of the Company, the Subsidiary, or the Sellers has received notice of any such violation. None of the Company, the Subsidiary, or the Sellers has received any notice asserting of any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership violations of the Acquired AssetsOccupational Health and Safety Act, as amended, or any other occupational health or safety act or any similar Legal Requirement, relating to the Company or the Subsidiary. Sellers The Company and the Subsidiary currently maintain all licenses, Accreditations, certificates, permits, consents, authorizations, and other governmental or regulatory approvals (the "LICENSES AND PERMITS") necessary to conduct the business and operations of the Company and the Subsidiary as presently being conducted, except where the failure to maintain any such Licenses and Permits would not have complied a material adverse effect on the operations or financial condition of the Company or the Subsidiary or the Schools. Each of the Company and are in compliance in the Subsidiary has duly filed all material respects reports and returns required to be filed by it with all lawsGovernmental Bodies and the Accrediting Body except where failure to file any such report or return would not have a material adverse effect on the Company or its Subsidiary. No application made by the Company or the Subsidiary for any Licenses and Permits during the last five (5) years has been denied except for requests made to the ME to introduce a new program, regulations and governmental orders applicable to Sellers' operation of the Stations and ownership of the Acquired Assetswhich requests were not granted, except as disclosed listed on Schedule A. Sellers have obtained 4.8(d) hereto. Schedule 4.8(b) attached hereto is a true, correct and hold --------------- --------------- complete list of all permitsLicenses and Permits held by the Company and the Subsidiary, licenses and approvals (other than the LicensesGovernmental Body or Accrediting Body granting each such License and Permit. Except as set forth on Schedule 4.8(b), none of which has been rescinded the Licenses and all of which --------------- Permits are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued no proceedings for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act suspension or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, cancellation of any Licenseof them is pending or, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge knowledge, threatened, any action by or before the Commission or other regulatory authority . Sellers have delivered to revoke, cancel, rescind, modify (except Purchaser copies of all such Licenses and Permits. Except as to any applications by the Sellers shown set forth on Schedule A) 4.8(b), none of the Company or refuse to renew in the ordinary course --------------- Subsidiary, or any Seller, has received notice that any of the LicensesLicenses and Permits will not be renewed and to the best of Sellers' knowledge, there is no basis for nonrenewal. Each of the Company and the Subsidiary has all Accreditations from Accrediting Bodies and all surety bonds sufficient and in effect which are required to conduct the business of the School operated by it, as presently conducted. Except as set forth in Schedule 4.8(c) attached hereto, --------------- none of the Company, or the Subsidiary, or any Seller, has received any notice, not previously resolved in full without any material liability, with respect to any alleged violation of the rules or regulations of the MET or ME or any applicable Accrediting Body, in respect of the Schools, including sales and marketing activities, or the terms of any program participation agreement to which it is or was a party. Except as set forth on Schedule 4.8(c) attached --------------- hereto, Sellers are not aware of any investigation, order to show cause, notice and/or review of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC Schools' student financial aid programs or any other review of Accreditation of either School by any Governmental Authority were true, correct and complete in all material respects when filedBody or Accrediting Body.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Except as set forth in Schedule 4.8(a) attached hereto, none of the Company, the Subsidiaries, or the Sellers are not is in violation ofof any Legal Requirement which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating results, Accreditation or business of the Company, or any of the Subsidiaries, the Schools, or the Bookstores, individually or in the aggregate, and have not none of the Company, the Subsidiaries, or the Sellers has received notice of any such violation. None of the Company, the Subsidiaries, or the Sellers has received any notice asserting of any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership violations of the Acquired Assets. Sellers have complied Occupational Safety and are in compliance in all material respects with all lawsHealth Act, regulations and governmental orders applicable as amended, or any similar state or local Legal Requirement, relating to Sellers' operation the Company, or any of the Stations Subsidiaries or the Schools. The Company and ownership each of the Acquired AssetsSubsidiaries currently maintains all licenses, except as disclosed on Schedule A. Sellers have obtained and hold all Accreditations, certificates, permits, licenses consents, authorizations, and other governmental or regulatory approvals (other than the Licenses), none of which has been rescinded "Licenses and all of which are in full force and effect, from all Governmental Authorities (as defined hereinPermits") necessary in order to conduct the business and operations of the Stations Company and the Subsidiaries as presently being conducted, except where the failure to maintain any such Licenses and Permits would not have a material adverse effect on the operations or financial condition of the Company, or any of the Subsidiaries. As of the date hereof, no School has more than eighty-five percent (85%) of its revenues pursuant to Title IV Programs or derived from Title IV funds as determined in accordance with applicable law34 C.F.R. (S) 600.5(d), as presently conducted and to own, use and maintain at no time during the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration past two (2) years have more than eighty-five percent (85%) of the United States governmentrevenues of either School, any state government been pursuant to Title IV programs or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license termderived from Title IV funds. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applicationsCompany, and other each Subsidiary, has duly filed all reports and documents returns required to be filed for by it with all Governmental Bodies and the Stations have been properly and timely filedAccrediting Bodies , except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect where failure to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of file any such Licensereport or return would not have a material adverse effect on the Company or any of its Subsidiaries, the Schools or fail to prosecute with due diligence any pending the Bookstores. No application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications made by the Sellers shown on Schedule A) Company or refuse to renew in the ordinary course any of the Licenses, or Subsidiaries for any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against Licenses and Permits during the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the futurelast five (5) years has been denied. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were Schedule 4.8(b) attached hereto is a true, correct and complete in list of all material respects when filed.Licenses and Permits held by the Company and the Subsidiaries, and the Governmental Body or Accrediting Bodies granting each such License and Permit. Except as set forth on Schedule 4.8(b), the Licenses and
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are (a) Except as has not in violation ofbeen and would not reasonably be expected to be material to the Foxtail Business, neither Seller nor any of its Subsidiaries is currently, and have not received any notice asserting any material noncompliance by Sellers withneither has been since January 1, 2011, in default under or in breach or violation of any applicable statuteLaws or the provisions of any permit, lawlicense or approval issued by any Governmental Authority with respect to the Foxtail Business. None of the Governmental Approvals required for the continued conduct of the Foxtail Business as such business is currently being conducted will lapse, rule terminate, expire or regulationotherwise be impaired as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby or by the Ancillary Agreements, whether federalexcept as has not been and would not reasonably be expected to be material to the Foxtail Business.
(b) The Seller and its Subsidiaries hold all material Governmental Permits required to conduct the Foxtail Business as it is currently conducted, state, local and each such license or otherwisepermit is valid, in connection with the ownership full force and effect, assignable to Acquiror or its Subsidiaries and listed on Section 2.06(b) of the Acquired AssetsSeller Disclosure Letter. Sellers have complied Neither the execution of this Agreement nor the Closing does or will constitute or result in a default under or violation of any such Governmental Permit.
(c) Seller and each of its Subsidiaries maintain policies and procedures regarding data security and privacy that are commercially reasonable and, in any event, in compliance in all material respects with all lawsapplicable Law. To the Seller’s Knowledge, regulations and governmental orders applicable to Sellers' operation of the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which there has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification no security breach relating to, violation of any security policy regarding, or authorization, consent unauthorized access or approval unauthorized use of, any Governmental Authority is required data in connection with the execution and delivery possession, custody or control of this Agreement and the other Transactional Documents by any Seller or its Subsidiaries relating to the performance by any Seller Foxtail Business that contains the personally identifiable information of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license termnatural persons. The Licenses constitute use and dissemination of any and all of data and information concerning individuals by Seller or its Subsidiaries with respect to the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary Foxtail Business is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements applicable privacy policies, terms of the FCC use, customer agreements and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedLaw.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are Except as disclosed in Schedule 5.05(a), Seller is not in violation ofof any law, regulation or requirement of any governmental authority and have Seller has not received notice of any notice asserting any material noncompliance such violation. Seller currently maintains all licenses, accreditations, certificates, permits, consents, authorizations and other governmental or regulatory approvals (the “Licenses and Permits”) necessary for Seller to conduct the business and operations of the School as presently being conducted, including, without limitation, all requisite approvals for the educational and training programs currently offered from the Schools’ institutional accrediting agency and the state in which the Schools operate. Each program offered by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, the School is an eligible program in connection compliance with the ownership requirements of 34 C.F.R. § 668.8. Seller has duly filed all reports and returns required to be filed by it with respect to the Acquired Assets. Sellers have School with governmental authorities and accrediting bodies and complied and are in compliance in all material respects with all lawsstipulations, regulations conditions or other requirements that they have imposed. The Licenses and governmental orders applicable to Sellers' operation of Permits for the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which School are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct and no proceedings for the operations suspension or cancellation of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all any of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality them is pending or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbiathreatened. No filing or registration with, notification to, or authorization, consent or approval of, application made by Seller for any Governmental Authority Licenses and Permits during the last five years has been denied. Schedule 5.05(b) attached hereto is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were a true, correct and complete list of all Licenses and Permits held by Seller with respect to the School and the governmental authority or accrediting body granting such Licenses and Permits. Seller has delivered to Buyer true and correct copies of all such Licenses and Permits. Seller has received no notice that any of the Licenses and Permits will not be renewed and, to Seller’s knowledge, there is no basis for nonrenewal. The School is accredited as set forth on Schedule 5.05(c) attached hereto, is certified by the DOE as an eligible institution under Title IV and is party to, and in all material respects when filedcompliance with, valid program participation agreements with the DOE with respect to the School’s operations, and is authorized by the state in which it is located to operate for-profit postsecondary educational institutions. Seller has not received any notice, not previously complied with, in respect of any alleged violation of the rules or regulations of the DOE, any state licensing body, or any applicable accrediting body in respect of the School, including sales and marketing activities, or the terms of any program participation agreement to which it is or was a party. If any such notices have been received and complied with, Seller has disclosed in writing their receipt and disposition to Buyer prior to the execution of this Agreement. Other than as set forth on Schedule 5.05(d) attached hereto, Seller is not aware of any investigation or review of Seller’s student financial aid programs or any review of the School’s state license accreditation by any Person.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are not in violation of, and have not received any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership of the Acquired Assets. Sellers have complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation of the Stations Station and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations Station in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx1934. WCAR-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries AM is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations Station as they are currently being operated. Each License Subsidiary CRD is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations Station have been properly and timely filed, except as noted on Schedule A. The Stations are Station is operating in accordance with the Licenses, and in compliance with the Communications ActAct of 1934, as amended, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' Station's equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations Station or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations Station and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations Station filed by the Sellers or the Stations Station with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filed.
Appears in 1 contract
Samples: Asset Purchase Agreement (Childrens Broadcasting Corp)
Compliance with Laws; Licenses and Permits. Sellers are not (a) None of the Company, the School or Seller is in violation ofof any Legal Requirement which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating results, Accreditation or business of the Company or the School, and have not received any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership none of the Acquired AssetsCompany, the School or Seller has received notice of any such violation. Sellers The Company and the School have complied filed all reports and are in compliance in all material respects returns required to be filed by them on or prior to the date hereof with all laws, regulations Governmental Authorities and governmental orders applicable to Sellers' operation Accrediting Bodies.
(b) As of the Stations Closing, the Company shall have all licenses, Accreditations, certificates, permits, consents, authorizations, and ownership other governmental or regulatory approvals (the "LICENSES AND PERMITS") necessary to conduct the business and operations of the Acquired AssetsCompany and the School as presently being conducted, except as disclosed where the failure to maintain any such Licenses and Permits would not have a material adverse effect on the operations or financial condition of the Company or the School. Schedule A. Sellers have obtained -------- 4.8(b) attached hereto is a true, correct and hold complete list of all permits, licenses Licenses ------ and approvals Permits of the Company and the School. No application made by the Company or the School for any License or Permit during the last five (other than the Licenses), none of which 5) years has been rescinded denied. The Licenses and all of which Permits are in full force and effect, and no proceedings for the suspension or cancellation of any of them is pending or, to the Best of Seller's Knowledge, threatened. Seller has delivered to Purchaser copies of all such Licenses and Permits. None of the Company, the School, or Seller, has received notice that any of the Licenses and Permits will not be renewed and to the Best of Seller's Knowledge, there is no basis for nonrenewal.
(c) As of the date hereof, the School does not have more than eighty- five percent (85%) of its revenues pursuant to Title IV Programs or derived from Title IV funds as determined in accordance with 34 C.F.R. (S) 600.5(d), and at no time during the past five (5) years have more than eighty-five percent (85%) of the revenues of the School been pursuant to Title IV programs or derived from Title IV funds.
(d) The School has all Governmental Authorities (as defined herein) necessary in order Accreditations from Accrediting Bodies required to conduct the business of the School as presently conducted, is accredited by and is certified by the DOE as an eligible institution under Title IV and is a party to, and in compliance with, a valid program participation agreement with the DOE with respect to the operations of the Stations School. Without limitation of the foregoing, as of the Closing Date the Company shall have all Accreditations required to be issued by the Illinois State Board of Higher Education necessary to operate the School as presently operated in accordance with applicable lawLegal Requirements. None of Company, as presently conducted and the School, or Seller, has received any notice, not previously resolved, with respect to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration alleged violation of the United States governmentrules or regulations of the DOE or other Governmental Authority, any state government or any local or other governmental body applicable Accrediting Body in a state respect of the United States School, including sales and marketing activities, or the District terms of Columbiaany program participation agreement to which it is or was a party. No filing If any such notices have been received and not resolved, Seller has disclosed their receipt and disposition to Purchaser in writing prior to the execution of this Agreement. Seller is not aware of any investigation or registration with, notification to, review of the Company's and the School's student financial aid programs or authorization, consent or approval of, any review of Accreditation of the School by any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedAccrediting Body.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are (A) Seller is in compliance with all, and is not in violation of, and have not received any notice asserting any material noncompliance by Sellers with, any applicable statuteof any, law, ordinance, order, decree, rule or regulationregulation of any governmental agency or authority, whether federalthe violation of or noncompliance with which could have a Material Adverse Effect on the Property. No unresolved (i) charges of violations of laws or regulations relating to the Property have been made or threatened, state(ii) proceedings or investigations relating to the Property are pending or to Seller's Knowledge (as defined below), local have been threatened, and (iii) citations or otherwisenotices of deficiency have been issued or have been threatened, in connection with the ownership against Seller relating to or arising out of the Acquired AssetsProperty by any governmental authorities, which has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, on the Property; and, to Seller's Knowledge, there are no facts or circumstances upon which any such charges, proceedings, investigations, or citations or deficiency notices, reasonably may be instituted, issued or brought hereafter.
(B) Schedule 1 attached hereto contains a true, correct ---------- and complete list of all governmental licenses, permits, authorizations, franchises, or certificates or rights (contractual or other) relating to the Property, that are held by Seller (collectively, "Licenses and Permits"). Sellers have complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation All of the Stations Licenses and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which Permits are in full force and effecteffect at the date hereof. There is no other license, from all Governmental Authorities (as defined herein) necessary in order permit, authorization, franchise, certificate or right to conduct operate, the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all absence of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification tohas had, or authorizationcould reasonably be expected to have, consent or approval of, any Governmental Authority is required in connection with a Material Adverse Effect on the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license termProperty. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary Property is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Actconditions and requirements imposed by or in connection with such Licenses and Permits. Seller has not received any notice, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structuresKnowledge there is no reason to believe, and "no hazard" determinations that any governmental authority intends to cancel, terminate or modify any of such Licenses or Permits or that there are valid grounds for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such Licensecancellation, termination or fail modification. Seller has delivered or made available to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were a true, correct and complete copies of the most recent safety inspection and quality assurance reports prepared by any employees or consultants of Seller or by any governmental authorities relating to the Property.
(C) As used in all material respects when filedthis Agreement, "Seller's Knowledge" shall mean (x) as of the date hereof, only the actual knowledge of the following employees of Seller or the knowledge such employees would reasonably be expected to have: Xxxx Xxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxx; and (y) as of the Closing Date, only the actual knowledge of the following employees of Seller or the knowledge such employees would reasonably be expected to have: Xxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxx Xxxxxxxx, Xx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxx Xxxxxxx and Xxxxxxx Xxxxxxx.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Powerwave Technologies Inc)
Compliance with Laws; Licenses and Permits. Sellers are not in violation of, The Company has conducted and have not received any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with is conducting the ownership of the Acquired Assets. Sellers have complied and are business thereof in compliance in all material respects with all applicable laws, regulations rules, regulations, tariffs, orders and governmental orders applicable to Sellers' operation directives of the Stations each jurisdiction in which it carries on business and ownership of the Acquired Assetspossesses all material approvals, except as disclosed on Schedule A. Sellers have obtained consents, certificates, registrations, authorizations, permits and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in appropriate provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the operation of the Stations as they are business currently being operated. Each License Subsidiary carried on by it, is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with the terms and conditions of all requirements such approvals, consents, certificates, authorizations, permits and licenses and with all laws, regulations, tariffs, rules, orders and directives material to the operations, and the Company has not received any notice of the FCC and the Federal Aviation Administration with respect modification, revocation or cancellation of, any intention to modify, revoke or cancel or any proceeding relating to the construction and/or alteration of Seller's antenna structuresmodification, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act revocation or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such Licenseapproval, consent, certificate, authorization, permit or fail to prosecute license which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, would materially and adversely affect the conduct of the business or operations of or the assets, liabilities (contingent or otherwise), condition (financial or otherwise) or prospects of, the Company, taken as a whole. For greater certainty: (i) in 2013, the Company filed requests with due diligence any pending application the Mackenzie Valley Land and Water Board for amendments to the Commission. There is not now pending, or timing schedules of the various security deposits to be provided to the best Minister of Sellers' knowledge threatenedAboriginal Affairs and Northern Development Canada under the Company's Type "A" Water Licence and the Land Use Permit for the Prairie Creek Mine; and (ii) in June 2015, any action by or before the Commission or other regulatory authority Mackenzie Valley Land and Water Board approved the Company's application that the Type "A" Water Licence be held in abeyance until more certainty develops around the actual commencement of construction and the mine development schedule and also approved the Company's applications for amendments to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any timing schedules of the Licenses, or any investigation, order various reclamation security deposits to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against be provided under the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations Water Licence and the Licenses from any material adverse impactLand Use Permit. All reportsThe Company, statements and other documents accordingly, deposited a total of $1.55 million as security with the Government of the Northwest Territories in August of 2015 to increase the financial assurance relating to current reclamation and closure obligations of the Stations filed by Prairie Creek Mine site as it now exists with its current infrastructure under the Sellers or the Stations with the FCC or any other Governmental Authority were trueCompany's existing surface leases, correct land use permits and complete in all material respects when filedType "B" Water Licence.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are not (a) Neither Seller nor the School is in violation ofof any Legal Requirement which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating results, Accreditation or business of Seller or the School, and neither Seller or the School has received notice of any such violation. Seller and the School have not received any notice asserting any material noncompliance filed all reports and returns required to be filed by Sellers withthem on or prior to the date hereof with Governmental Authorities and Accrediting Bodies.
(b) Seller and the School currently maintain all licenses, any applicable statuteAccreditations, lawcertificates, rule permits, consents, authorizations, and other governmental or regulation, whether federal, state, local or otherwise, in connection with regulatory approvals (the ownership "Licenses and Permits") necessary to conduct the business and operations of Seller and the Acquired Assets. Sellers have complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation of the Stations and ownership of the Acquired AssetsSchool as presently being conducted, except as disclosed where the failure to maintain any such Licenses and Permits would not have a material adverse effect on the operations or financial condition of Seller or the School. Schedule A. Sellers have obtained 4.8(b) attached hereto is a true, correct and hold complete list of all permits, licenses Licenses and approvals Permits of Seller and the School. No application made by Seller or the School for any License or Permit during the last five (other than the Licenses), none of which 5) years has been rescinded denied. The Licenses and all of which Permits are in full force and effect, and no proceedings for the suspension or cancellation of any of them is pending or, to the Best of Seller's Knowledge, threatened. Seller has delivered to Purchaser copies of all such Licenses and Permits. Neither Seller or the School has received notice that any of the Licenses and Permits will not be renewed and to the Best of Seller's Knowledge, there is no basis for nonrenewal.
(c) As of the date hereof, the School does not have more than eighty- five percent (85%) of its revenues pursuant to Title IV Programs or derived from Title IV funds as determined in accordance with 34 C.F.R. (S) 600.5(d), and at no time during the past five (5) years have more than eighty-five percent (85%) of the revenues of the School been pursuant to Title IV programs or derived from Title IV funds.
(d) The School has all Governmental Authorities (as defined herein) necessary in order Accreditations from Accrediting Bodies required to conduct the business of the School as presently conducted, is accredited by and is certified by the DOE as an eligible institution under Title IV and is a party to, and in compliance with, a valid program participation agreement with the DOE with respect to the operations of the Stations School. Without limitation of the foregoing, Seller has all Accreditations required to be issued by the Arizona State Board for Private, Postsecondary Education necessary to operate the School as presently operated in accordance with applicable lawLegal Requirements. Neither the School or Seller has received any notice, not previously resolved, with respect to any alleged violation of the rules or regulations of the DOE, other Governmental Authority or any applicable Accrediting Body in respect of the School, including sales and marketing activities, or the terms of any program participation agreement to which it is or was a party. If any such notices have been received and not resolved, Seller has disclosed their receipt and disposition to Purchaser in writing prior to the execution of this Agreement. Except as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified set forth on Schedule A. As used herein4.7(d) attached hereto, "Governmental Authorities" means Seller is not aware of any agency, board, bureau, court, commission, department, instrumentality investigation or administration review of Seller's and the School's student financial aid programs or any review of Accreditation of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, School by any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedAccrediting Body.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Except as set forth ------------------------------------------ in SCHEDULE 5.5(a), Sellers are not in violation ofof any law or any regulation or -------- requirement (including, without limitation, all relevant standards imposed by applicable accrediting bodies or agencies administering state or federal government programs) which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating results, accreditation or business of the Tier I Schools, and Sellers have not received notice of any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership of the Acquired Assetssuch violation. Sellers have complied and are in compliance in currently maintain all material respects with all lawslicenses, regulations and governmental orders applicable to Sellers' operation of the Stations and ownership of the Acquired Assetsaccreditations, except as disclosed on Schedule A. Sellers have obtained and hold all certificates, permits, licenses consents, authorizations and other governmental or regulatory approvals (other than the Licenses"Licenses and Permits") necessary for Sellers to conduct the business and operations of each Tier I School as presently being conducted. Except as set forth in SCHEDULE 5.5(b), none of which has been rescinded the Licenses -------- and all of which Permits for each Tier I School are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued no proceedings for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act suspension or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, cancellation of any Licenseof them is pending or, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellersthe Selling Parties' knowledge, threatened. Except as set forth in SCHEDULE 5.5(c), -------- to the knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the LicensesSelling Parties, or no application made by Sellers for any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against Licenses and Permits during the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the futurelast five years has been denied. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were SCHEDULE -------- 5.5(d) attached hereto is a true, correct and complete list of all Licenses and Permits held by the Sellers with respect to the operation of each Tier I School and the governmental authority or accrediting body granting such Licenses and Permits. Sellers have delivered or made available to Buyer copies of all such Licenses and Permits. Except as set forth in all material respects when filedSCHEDULE 5.5(e), Sellers have -------- received no notice that any of the Licenses and Permits will not be renewed and to the best of the Selling Parties' knowledge, there is no basis for nonrenewal. Except as set forth in SCHEDULE 5.5(f), each Tier I School is accredited, is -------- certified by ED as an eligible institution under Title IV and is a party to, and in compliance with, valid program participation agreements with ED with respect to such Tier I School's operations. Except as set forth in SCHEDULE 5.5(g), -------- Sellers have not received any notice, not previously responded to, in respect of any alleged violation of the rules or regulations of any Regulatory Agency in respect of any Tier I School, including sales and marketing activities, or the terms of any program participation agreement to which they are or were a party. If any such notices have been received and responded to, but not resolved, Sellers have disclosed to Buyer in writing their receipt and response prior to the execution of this Agreement. Except as set forth in SCHEDULE 5.5(h), the -------- Selling Parties are not aware of any investigation or review of Sellers' student financial assistance programs by any Regulatory Agency or any review of the accreditation of any Tier I School by any Regulatory Agency.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are Seller is not in violation ofof any law or any regulation or requirement which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating results, accreditation or business prospects of the School, and have Seller has not received notice of any notice asserting any such violation. Seller currently maintains all material noncompliance by Sellers withlicenses, any applicable statuteaccreditation, lawcertificates, rule permits, consents, authorizations and other governmental or regulation, whether federal, state, local or otherwise, in connection with regulatory approvals (the ownership "LICENSES AND PERMITS") necessary for Seller to conduct the business and operations of the Acquired AssetsSchool as presently being conducted. Sellers have complied and are in compliance in Seller has duly filed all material respects reports and returns required to be filed by it with all laws, regulations respect to the School with governmental authorities and governmental orders applicable to Sellers' operation of accrediting bodies. The Licenses and Permits for the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which School are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order and no proceedings for the suspension or cancellation of any of them is pending or, to conduct the operations best of the Stations in accordance with applicable lawSeller's knowledge, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbiathreatened. No filing or registration withapplication made by Seller for any Licenses and Permits during the last five years has been denied. Schedule 5.5(a) attached hereto is a true, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection --------------- correct and complete list of all Licenses and Permits held by Seller with respect to the execution and delivery of this Agreement School and the other Transactional Documents by governmental authority or accrediting body granting such Licenses and Permits. Seller has delivered to Buyer copies of all such Licenses and Permits. Seller has received no notice that any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated and Permits will not be renewed and to the best of Seller's knowledge, there is no basis for nonrenewal. The School is accredited as set forth on Schedule A5.5(b) attached hereto, all of which are valid, in full force is certified by USED as a qualified institution --------------- under Title IV and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licensesa party to, and in compliance with, valid program participation agreements with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration USED with respect to the construction and/or alteration School's operations. Seller has not received any notice, not previously complied with, in respect of any alleged violation of the rules or regulations of USED or any applicable accrediting body in respect of the School, including sales and marketing activities, or the terms of any program participation agreement to which it is or was a party. If any such notices have been received and complied with, Seller has disclosed in writing their receipt and disposition to Buyer prior to the execution of this Agreement. Other than as set forth on Schedule 5.5(c) --------------- attached hereto, Seller is not aware of any investigation or review of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired student financial aid programs or any review of the accreditation of the School by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedperson.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers (a) Except as set forth on Section 2.13(c) of the Seller Disclosure Letter, the Acquired Companies are in material compliance with applicable Laws and, to the Knowledge of Seller, are not in under investigation with respect to any material violation ofof any applicable Laws. This Section 2.13 does not apply with respect to Intellectual Property matters, which are covered by Section 2.11, environmental matters, which are covered by Section 2.15, employee and labor matters, which are covered by Section 2.16, employee benefit matters, which are covered by Section 2.17, and Tax matters, which are covered by Section 2.18.
(b) The Acquired Companies have all licenses, franchises, permits, certificates, approvals, registrations or other similar authorizations issued by applicable Governmental Authorities that are necessary to entitle them to own or lease, operate and use the Assets or to carry on and conduct the operation of the Business as conducted on the date hereof (the “Permits”), except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. None of the Acquired Companies is in material default under the Permits and the Permits are valid and in full force and effect. From January 1, 2011 to the date hereof, none of the Acquired Companies has received written notice of any notice asserting violation, suspension, cancellation or non-renewal of any Permit or any Litigation relating to the revocation or modification of any Permit. Assuming compliance with the matters referred to in Section 2.2(b), none of the Permits will be terminated as a result of the transactions contemplated hereby (other than any Permit that is not material noncompliance and that is not an insurance license or certificate).
(c) To the Knowledge of Seller, as of the date hereof, except as set forth on Section 2.13(c) of the Seller Disclosure Letter, there is no material investigation, audit, examination or inquiry relating to any of the Acquired Companies or their Business by Sellers any Governmental Authority in progress, pending or threatened.
(d) Since January 1, 2011, to the Knowledge of Seller, none of the Acquired Companies (i) has engaged in, or colluded with or assisted any other Persons with, the unlawful paying of contingent commissions or similar unlawful incentive payments to steer business to them or unlawfully colluded with producers or other agents, brokers or intermediaries to “rig bids” or submit false quotes to customers in connection with the Business, (ii) except as set forth on Section 2.13(d) of the Seller Disclosure Letter, is a party to any agreement that provides for any payment by or to any of the Acquired Companies of any unlawful variable or contingent commissions or unlawful payments based upon the profitability, claims handling, sales volume or loss ratio of the Business that is the subject of such agreement, or (iii) has engaged in any unlawful price fixing under applicable statuteLaw.
(e) Since January 1, law2011, rule none of the Acquired Companies, nor to the Knowledge of Seller, any of its managers or regulationofficers, whether employees or agents of any of the Acquired Companies, has directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was in a position to help or hinder any of the Acquired Companies (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or otherwise, in connection with the ownership foreign public office (i) which would reasonably be expected to subject any of the Acquired Assets. Sellers Companies or the Business to any damage or penalty in any civil, criminal or governmental Litigation or proceeding or (ii) the non-continuation of which has had or would reasonably be expected to have complied and are in compliance in a Material Adverse Effect.
(f) Section 2.13(f) of the Seller Disclosure Letter lists all material respects with all lawswritten agreements, regulations consent agreements, memorandums of understanding, commitment letters, orders, stipulations, decrees, awards or judgments (“Insurance Regulatory Agreements and governmental orders applicable to Sellers' operation of the Stations and ownership Judgments”) entered into between any of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained Companies and hold all permits, licenses and approvals (other than any applicable Insurance Department or issued by any applicable Insurance Department with respect to any of the Licenses), none of which has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct Acquired Companies that materially restrict the operations of the Stations Acquired Companies and remain in accordance with applicable law, as presently conducted and to own, use and maintain effect or have not been fully satisfied in each case. None of the Acquired Assets, all Companies is in default under or violation of which permits, licenses any Insurance Regulatory Agreements and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means Judgments nor have any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state Acquired Companies received as of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, date hereof any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification notice of any such Licensedefault or violation which remains uncorrected. To the Knowledge of Seller, none of the Acquired Companies is currently the subject of any supervision, conservation, rehabilitation, liquidation, receivership, insolvency or other similar action nor are any of the Acquired Companies operating under any informal agreement or understanding (other than any such agreement or understanding set forth on Section 2.13(f) of the Seller Disclosure Letter) with the licensing authority of any state which materially restricts its authority to do business or requires it to take, or fail refrain from taking, any action, nor is any such action or agreement threatened. Except as set forth in Section 2.13(f) of the Seller Disclosure Letter, none of the Acquired Companies is a party to prosecute or subject to any undertaking, stipulation, consent decree, net worth maintenance commitment or other order entered into with due diligence or issued by any pending application to applicable Insurance Department restricting the Commission. There is not now pendingconduct of its business in any jurisdiction, or to the best payment by it of Sellers' knowledge threatened, any action by or before dividends. Except as set forth in Section 2.13(f) of the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew Seller Disclosure Letter and for regular periodic assessments in the ordinary course of business or assessments based on developments which are publicly known within the insurance industry, no claim or assessment is pending or, to the Knowledge of Seller, threatened against any of the LicensesAcquired Companies by any state insurance guaranty association in connection with such association’s fund relating to insolvent insurers.
(g) Section 2.13(g) of the Seller Disclosure Letter lists all funds maintained, or any investigationas of the date hereof, order under applicable Law by each Company Insurer in each jurisdiction in which a Company Insurer holds a Certificate of Authority (each a “Deposit”). Section 2.13(g) of the Seller Disclosure Letter accurately sets forth, as of the date hereof, the dollar amount of each such Deposit, the jurisdiction pursuant to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any which such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations Deposit is maintained and the Licenses from any material adverse impact. All reports, statements name of the bank and other documents relating to the Stations filed by number of the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete bank account in all material respects when filedwhich such Deposit is maintained.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are Seller is not in violation ofof any law, regulation or requirement of any governmental authority and have Seller has not received notice of any notice asserting any material noncompliance such violation. Seller currently maintains all licenses, accreditations, certificates, permits, consents, authorizations and other governmental or regulatory approvals (the "LICENSES AND PERMITS") necessary for Seller to conduct the business and operations of the School as presently being conducted, including, without limitation, all requisite approvals for the educational and training programs currently offered from the School's institutional accrediting agency and the state in which the Schools operate. Each program offered by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, the School is an eligible program in connection compliance with the ownership requirements of 34 C.F.R. Section 668.8. Seller has duly filed all reports and returns required to be filed by it with respect to the Acquired Assets. Sellers have School with governmental authorities and accrediting bodies and complied and are in compliance in all material respects with all lawsstipulations, regulations conditions or other requirements that they have imposed. The Licenses and governmental orders applicable to Sellers' operation of Permits for the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which School are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order and no proceedings for the suspension or cancellation of any of them is pending or, to conduct the operations knowledge of the Stations in accordance with applicable lawSeller, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbiathreatened. No filing or registration with, notification to, or authorization, consent or approval of, application made by Seller for any Governmental Authority Licenses and Permits during the last five years has been denied. Schedule 5.05(a) attached hereto is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were a true, correct and complete list of all Licenses and Permits held by Seller with respect to the School and the governmental authority or accrediting body granting such Licenses and Permits. Seller has delivered to Buyer true and correct copies of all such Licenses and Permits. Seller has received no notice that any of the Licenses and Permits will not be renewed and, to the knowledge of Seller, there is no basis for nonrenewal. The School is accredited as set forth on Schedule 5.05(b) attached hereto, is certified by the DOE as an eligible institution under Title IV and is party to, and in all material respects when filedcompliance with, a valid program participation agreements with the DOE with respect to the School's operations, and is authorized by the state in which it is located to operate a for-profit postsecondary educational institution. Seller has not received any notice, not previously complied with, in respect of any alleged violation of the rules or regulations of the DOE, any state licensing body, or any applicable accrediting body in respect of the School, including sales and marketing activities, or the terms of any program participation agreement to which it is or was a party. If any such notices have been received and complied with, Seller has disclosed in writing their receipt and disposition to Buyer prior to the execution of this Agreement. Seller is not aware of any investigation or review of Seller's student financial aid programs or any review of the School's state license accreditation by any Person.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are not in violation of(a) The Company Group and its Subsidiaries are, and for the three years prior to the Closing have not been, in compliance, in all material respects, with all Laws relating to the Company Group or any of its Subsidiaries or the Business, and no notices have been received by and no Actions have been filed during the three years prior to the Closing against the Company Group or any notice asserting of its Subsidiaries alleging any material noncompliance by Sellers withfailure to comply with any such Laws.
(b) The Company Group and its Subsidiaries and their respective directors, any applicable statuteofficers and employees and, law, rule or regulation, whether federal, state, local or otherwise, in connection with to the ownership knowledge of the Acquired Assets. Sellers have complied Company Group, its agents and representatives are in compliance with applicable Sanctions in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation respects. None of the Stations Company Group, its Subsidiaries, their respective directors, officers and ownership employees and, to the knowledge of the Acquired AssetsCompany Group, except as disclosed on Schedule A. Sellers have obtained their respective agents and hold all permits, licenses and approvals (other than the Licenses), none representatives is a Sanctioned Person or a Person identified in any list of which has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller (including U.S. Executive Order No. 13224 or the performance Uniting and Strengthening America by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 1934 as amended2001) that prohibits or limits the conduct of business with or the receiving of funds, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued good or services to or for the full license term. benefit of certain Persons specified therein.
(c) The Licenses constitute Company Group and its Subsidiaries has at all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have times complied in all material respects with all requirements Laws relating to export control and trade sanctions or embargoes. Neither the Company Group nor any of its Subsidiaries has violated the anti-boycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the FCC and the Federal Aviation Administration with respect Code.
(d) All Permits which are material to the construction and/or alteration conduct by the Company Group or any of Seller's antenna structuresits Subsidiaries of their respective businesses have been obtained and are valid and in full force and effect. Section 6.10(d) of the Disclosure Schedules sets forth all such Permits which are held by the Company Group and its Subsidiaries.
(e) The Company Group and its Subsidiaries:
(i) have been in material compliance with Canada’s international trade Laws relating to customs, including the Customs Act, Customs Tariff and Export and Import Permits Act, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees regulations made thereunder and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, equivalent Laws of any Licenseother jurisdiction (“Customs Laws”);
(ii) to the knowledge of the Company Group, have not been and are currently not subject to any pending civil or criminal investigation, litigation, audit, compliance assessment, compliance verification, focused assessment, penalty proceeding or assessment, customs seizure, forfeiture or forfeiture action, record-keeping inquiry, assessment of additional duty for failure to properly xxxx imported merchandise, notice to properly xxxx merchandise or return merchandise to customs custody, redetermination or claim for additional customs duties or fees, denial order, suspension of export privileges, government sanction or any other Action by a Governmental Authority involving or otherwise relating to any alleged or actual violation of the, or cause the Commission relating to any, alleged or actual underpayment of customs duties, fees, Taxes or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application amounts owed pursuant to the Commission. There is Customs Laws;
(iii) have not now pendinghad and do not currently have any outstanding customs-related appeals, requests for re-determination whether as a result of disputes or refund claims or appeals to courts or to the best Canadian International Trade Tribunal or any equivalent courts, agencies or tribunals of Sellers' knowledge threatenedanother jurisdiction pursuant to Customs Laws;
(iv) have not made or provided any material false statement or omission to any Governmental Authority or to any purchaser of products, any action by in connection with the importation of merchandise, the valuation, origin or before classification of imported merchandise, the Commission duty treatment of imported merchandise, the eligibility of imported merchandise for favorable duty rates or other regulatory authority to revokespecial treatment, cancelcountry-of-origin marking, rescindNAFTA or other free trade agreement certificates, modify marking and labeling requirements for textiles and apparel, other statements or certificates concerning origin, quota or visa rights, jurisdiction-specific content requirements, licenses or other approvals required by a Governmental Authority; and
(except as to any applications by the Sellers shown on Schedule Av) have not imported products or refuse to renew in the ordinary course any of the Licensesmaterials, or any investigationhad products or materials imported on their behalves, order which are subject to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, otherwise covered by an antidumping duty order or notice be released, countervailing duty order that remains in effect or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary is subject to protect the Stations and the Licenses from or otherwise covered by any material adverse impact. All reports, statements and other documents relating to the Stations filed publicly announced pending antidumping or countervailing duty investigation by the Sellers or the Stations with the FCC or any other a Governmental Authority were true, correct and complete in all material respects when filedAuthority.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are Except as shown on ------------------------------------------ Schedule 5.5(a), Seller is not in violation ofof any law or any regulation or --------------- requirement which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating results, accreditation or business prospects of the School, and have Seller has not received notice of any notice asserting any material noncompliance by Sellers withsuch violation. Seller currently maintains all licenses, any applicable statuteaccreditation, lawcertificates, rule permits, consents, authorizations and other governmental or regulation, whether federal, state, local or otherwise, in connection with regulatory approvals (the ownership "Licenses and Permits") necessary for Seller to conduct the business and operations of the Acquired AssetsSchool as presently being conducted. Sellers have complied Seller has duly filed all reports and are in compliance in all material respects returns required to be filed by it with all laws, regulations respect to the School with governmental authorities and governmental orders applicable to Sellers' operation of accrediting bodies. The Licenses and Permits for the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which School are in full force and effect, from all Governmental Authorities and no proceedings for the suspension or cancellation of any of them is pending or, to the best of Seller's knowledge, threatened. No application made by Seller for any Licenses and Permits during the last three (as defined herein3) necessary in order to conduct the operations of the Stations in accordance with applicable lawyears has been denied, as presently conducted and to ownthe best of Seller's knowledge, use no such applications were denied for the two (2) preceding years. Schedule 5.5(b) attached hereto is a true, correct and maintain --------------- complete list of all Licenses and Permits held by Seller with respect to the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement School and the other Transactional Documents by governmental authority or accrediting body granting such Licenses and Permits. Seller has delivered to Buyer copies of all such Licenses and Permits. Seller has received no notice that any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule Aand Permits will not be renewed and to the best of Seller's knowledge, all of which are valid, in full force and effect and which have been unconditionally issued there is no basis for the full license termnonrenewal. The Licenses constitute all of the licensesSchool is accredited by A.C.C.S.C.T., grants, permits, waivers is certified by ED as a qualified institution under Title IV and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licensesa party to, and in compliance with, valid program participation agreements with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration ED with respect to the construction and/or alteration School's operations. Seller has not received any notice, not previously complied with, in respect of any alleged violation of the rules or regulations of ED or any applicable accrediting body in respect of the School, including sales and marketing activities, or the terms of any program participation agreement to which it is or was a party. If any such notices have been received and complied with, Seller has disclosed their receipt and disposition to Buyer prior to the execution of this Agreement in writing. Except for the ED program review presently scheduled to commence on March 25, 1996, Seller is not aware of any investigation or review of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired student financial aid programs or any review of the accreditation of the School by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedPerson.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are not Except as disclosed on Schedule 5.11:
(a) Since January 1, 2018, Seller has conducted the Business in violation ofmaterial compliance with applicable Laws and, and have the Seller has not received any written notice asserting any alleging material noncompliance with applicable Laws.
(b) Seller has all material licenses, franchises, permits, concessions, exemptions, orders, certificates, registrations, re-registrations, applications, consents, approvals, qualifications or other similar authorizations issued by Sellers withapplicable Governmental Entities, including Marketing Authorizations, necessary to operate the Business (the “Permits”). The Permits are valid and in full force and effect, fully-transferable to the extent applicable and permissible, and, to the Knowledge of Seller, none of the material Permits will be revoked, materially modified, withdrawn or terminated as a result of the transactions contemplated by this Agreement. No Proceeding is pending or, to the Knowledge of Seller, threatened regarding the withdrawal, material adverse modification or revocation of any applicable statutesuch Permit. As of the date hereof, lawSeller has not received any written communication from any Governmental Entity threatening to withdraw, rule materially modify or regulationsuspend any Permit. To the Knowledge of Seller, Seller is not in material violation of the terms of any Permit.
(i) Since the commercial launch of the Product in the Territory, there have been no recalls, withdrawals or suspensions conducted by or on behalf of Seller concerning the Products in the Territory, whether federal, state, local voluntary or otherwise; (ii) there are no pending Proceedings seeking the recall, market withdrawal, or suspension of any Product or otherwise relating to the alleged lack of safety, efficacy or regulatory compliance of any Product; and (iii) there have been no warning letters or untitled letters from any Governmental Entity received by the Seller in connection with the ownership two (2) years prior to the date hereof relating to any Product or Product manufacturing facility.
(d) Since the commercial launch of the Acquired Assets. Sellers Product in the Territory, the Products have complied and are been manufactured in compliance in all material respects with all lawsapplicable Law, regulations including cGMP and governmental orders applicable to Sellers' operation Marketing Authorizations.
(e) Since the commercial launch of the Stations and ownership Product in the Territory, the Seller has not received any material written claims alleging that any Product failed to meet its specifications set forth in applicable Marketing Authorizations.
(f) Seller is not party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders or similar material agreements with or imposed by any Governmental Entity relating specifically to any part of the Acquired AssetsBusiness.
(g) The Seller has not been, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than with respect to the Licenses), none of which has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations sale of the Stations Products in accordance with applicable lawthe Territory, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All Business or the ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the CommissionTransferred Assets:
(i) convicted of or charged or threatened in writing with prosecution or, includingto the Seller’s Knowledge, without limitationhas been under investigation, those regulations governing by a Governmental Entity for any violation of a Healthcare Regulatory Law including any law applicable to a health care program defined in 42 U.S.C. § 1320a-7b(f) (“Federal Health Care Programs”);
(ii) convicted of, charged with, or, to the Stations' equal employment opportunity practices and public filesSeller’s Knowledge, and is under investigation for, any violation of applicable Law related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or manufacture, storage, distribution or sale of controlled substances;
(iii) debarred pursuant to the Healthcare Regulatory Laws;
(iv) excluded, suspended or debarred from participation, or is otherwise ineligible to participate, in any Federal Health Care Program, any federal, state, or local governmental procurement or non-procurement program, or any other applicable lawsfederal or state government program or activity; or
(v) found to have committed any violation of Law that is reasonably expected to serve as the basis for any such exclusion, ordinancessuspension, rules and regulationsdebarment or other ineligibility.
(h) Neither the Seller, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements any of its directors, officers, employees nor, to the Knowledge of the FCC and the Federal Aviation Administration Seller, its representatives or authorized agents, has, with respect to the construction and/or alteration sale of Seller's antenna structuresthe Products in the Territory, and "no hazard" determinations the operation of the Business or the ownership of the Transferred Assets, (i) made any payment of cash or other consideration (including payments or discounts to customers or clients or employees of customers or clients) for each antenna structure have been obtained. The Licenses are unimpaired by purposes of doing business with such Persons, or taken any act action, or omission of Sellers or their officersfailed to take any action, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, in violation of any LicenseLaws prohibiting the payment of undisclosed commissions or bonuses; (ii) made, offered, promised, authorized, received, or cause the Commission solicited any illegal contribution, gift, bribe, rebate, payoff, commission, promotional allowance, influence payment, kickback, or other regulatory authority payment or economic benefit or anything of value to institute any proceeding for person, in any country, private or public, regardless of what form, whether in money, property, or services; (iii) paid, established or maintained any funds or assets that have not been recorded in the cancellation books and records of the Seller; or modification (iv) aided, abetted, caused (directly or indirectly), participated in, or otherwise conspired with, any person or entity to violate the terms of any such Licensejudgment, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commencedsentence, order or notice be releaseddecree of any court or Governmental Entity applicable to the Seller or its Subsidiaries.
(i) Except for transactions that have been authorized pursuant to specific licenses issued by the U.S. Office of Foreign Assets Control (“OFAC”), in the past five (5) years, neither the Seller any of its directors, officers, employees nor to the Knowledge of the Seller, its representatives or authorized agents, has, with respect to the sale of the Products in the Territory, the operation of the Business or the ownership of the Transferred Assets, participated in any transaction in or involving (i) a party designated on the OFAC Specially Designated Nationals and Blocked Persons List or other similar list, or complaint be filedowned fifty percent (50%) or more by one or more such parties, Sellers will promptly notify Buyer (ii) a country with which such transactions by the Seller or its Subsidiaries are prohibited pursuant to applicable Laws including U.S. economic sanctions administered by OFAC (“sanctioned country”), or (iii) a government or national of a sanctioned country where prohibited by applicable Laws including U.S. economic sanctions administered by OFAC.
(j) The Seller, its directors, officers, employees and, to the Knowledge of the Seller, its representatives and take authorized agents, are, with respect to the sale of the Products in the Territory, the operation of the Business or the ownership of the Transferred Assets, in compliance with all actions necessary Laws or regulations of any applicable jurisdiction that relate to protect the Stations money laundering, terrorist financing, or financial recordkeeping and the Licenses from any material adverse impact. All reports, statements and other documents reporting requirements relating to money laundering, terrorist financing, or financial recordkeeping.
(k) Notwithstanding the Stations filed by the Sellers foregoing, Seller makes no representation or the Stations warranty in this Section 5.11 with the FCC respect to Tax matters or any other Governmental Authority were truelitigation matters, correct which matters are exclusively addressed in Sections 5.07 and complete in all material respects when filed5.10, respectively.
Appears in 1 contract
Samples: Asset Purchase Agreement (Amag Pharmaceuticals, Inc.)
Compliance with Laws; Licenses and Permits. Except as disclosed in Schedule 5.05, Sellers are not in violation of, and have not received of any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule regulation or regulationrequirement of any governmental authority and Sellers do not have notice of any such violation. Sellers currently maintain all licenses, whether federalaccreditations, statecertificates, local permits, consents, authorizations and other governmental or otherwise, in connection with regulatory approvals (the ownership "LICENSES AND PERMITS") necessary for Sellers to conduct their respective businesses and the operations of the Acquired AssetsSchools as presently being conducted, including, without limitation, all requisite approvals for the educational and training programs currently offered from the Schools' institutional accrediting agency and the states in which the Schools operate. Sellers have duly filed all reports and returns required to be filed by them with respect to the Schools with governmental authorities and accrediting bodies and complied and are in compliance in all material respects with all lawsstipulations, regulations conditions or other requirements that they have imposed. The Licenses and governmental orders applicable to Sellers' operation of Permits for the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which Schools are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct and no proceedings for the operations suspension or cancellation of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all any of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality them is pending or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbiathreatened. No filing or registration with, notification to, or authorization, consent or approval of, application made by Sellers for any Governmental Authority Licenses and Permits during the last five years has been denied. Schedule 5.05(a) attached hereto is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were a true, correct and complete list of all Licenses and Permits held by Sellers with respect to the Schools and the governmental authority or accrediting body granting such Licenses and Permits. Sellers have delivered to Buyer true and correct copies of all such Licenses and Permits. Sellers have received no notice that any of the Licenses and Permits will not be renewed and, to Sellers' knowledge, there is no basis for nonrenewal. The Schools are accredited as set forth on Schedule 5.05(b) attached hereto, and are authorized by the State of California to operate not-for-profit postsecondary educational institutions. Sellers have not received any notice, not previously complied with, in all material respects when filedrespect of any alleged violation of the rules or regulations of the DOE, any state licensing body, or any applicable accrediting body in respect of the Schools, including sales and marketing activities, or the terms of any program participation agreement to which it is or was a party. If any such notices have been received and complied with, Sellers have disclosed in writing their receipt and disposition to Buyer prior to the execution of this Agreement. Other than as set forth on Schedule 5.05(c) attached hereto, Sellers are not aware of any investigation or review of the Schools' student financial aid programs or any review of any School's state license or accreditation by any Person.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are not in violation of, and have not received any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership of the Acquired Assets. Sellers have complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation of the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filed.the
Appears in 1 contract
Samples: Asset Purchase Agreement (Childrens Broadcasting Corp)
Compliance with Laws; Licenses and Permits. Sellers are not in violation of, and have not received any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership of the Acquired Assets. Sellers have (a) The Company has complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation of the Stations it, its Business and ownership of the Acquired Assetsoperations as presently or previously conducted, except as disclosed on Schedule A. Sellers have obtained including, without limitation, all federal, state and hold all permitslocal privacy laws, licenses rules and approvals (other than the Licenses)regulations, none of which has been rescinded and all other applicable laws of which are in full force similar tenor and effect, from all Governmental Authorities (as defined herein) necessary laws relating to occupational health and safety, equal employment opportunities, fair employment practices and discrimination, privacy, security and exchange of information, the Digital Millennium Copyright Act, the CAN-SPAM Act of 2003, rules and regulations promulgated by the Federal Trade Commission and the Federal Communications Commission, and other laws, rules, and regulations, applicable to the Business or any of its properties or assets. None of the Fair Credit Reporting Act, the Consumer Credit Protection Act, the Truth in order Lending Act, the Fair Credit Billing Act, the Equal Credit Opportunity Act, the Fair Debt Collections Practices Act, the Graham-Leach-Bliley Act, nor any rules and regulations promulgated xxxxxxxx xx xxxxx xaws are applicable to conduct the operations of the Stations in accordance with applicable lawBusiness. The Company has obtained all material federal, as presently conducted state, local and to own, use and maintain foreign governmental Permits which are required for the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration conduct of the United States governmentBusiness presently or proposed to be conducted by Company, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which Permits are valid, in full force and effect and no violations are outstanding or uncured with respect to any such Permits and no proceeding is pending or, to the knowledge of the Company, threatened to revoke or limit any such Permit. Schedule 5.14 lists all Permits of Company which are required for, used in or relate to the Business or the Purchased Assets. The Company has furnished to Relationserve true and correct copies of all such Permits.
(b) Schedule 5.14 sets forth the consumer privacy policies that have been unconditionally issued adopted by the Company in connection with the Business and that are currently in effect for the full license termCompany. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have Company thereof has complied in all material respects with all requirements such consumer privacy policies and any applicable privacy policies posted on its web sites. The Company has taken all commercially reasonable steps to protect and maintain the confidential nature of the FCC and the Federal Aviation Administration with respect personal information provided to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired Company by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application Persons who do not consent to the Commissiondisclosure of such information. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications All personally identifiable information collected by the Sellers shown on Schedule ACompany has been used in accordance with the applicable privacy policy.
(c) or refuse to renew All information contained in the ordinary course any of Databases maintained by Company (the Licenses, or any investigation, order "Database Information") has been at all times (i) collected in compliance with fair information collection practices (including but not limited to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against (a) the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed guidelines promulgated by the Sellers or Online Privacy Alliance; (b) the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filed.standards
Appears in 1 contract
Samples: Asset Purchase Agreement (Chubasco Resources Corp.)
Compliance with Laws; Licenses and Permits. Sellers (a) The conduct of the Business, use of the Purchased Assets, and ownership of the Real Property by Seller and its Affiliates have not been and are not in violation violation, in any material respect, of any applicable laws, rules, regulations or ordinances of any governmental authority. Schedule 3.8 contains a complete listing of all material governmental authorizations, permits, licenses, certifications and registrations required for the conduct of the Business as currently conducted, and for the regular use of the Purchased Assets as currently used, and all such authorizations, permits, licenses, certifications and registrations are in full force and effect and shall be validly transferred to Buyer pursuant to the terms of this Agreement. No loss, expiration or material modification of any of such authorizations, permits, licenses, certifications or registrations is pending or, to the knowledge of Seller, threatened or reasonably foreseeable other than expiration in accordance with the terms thereof.
(b) Neither Seller nor any of its Affiliates has received notice of, and have not received any notice asserting any material noncompliance by Sellers withnor to the knowledge of Seller, is currently the subject of, any applicable statuteadverse inspection, lawfinding of deficiency, rule finding of non-compliance, compelled or regulationvoluntary recall, whether investigation, penalty, fine, sanction, assessment, request for corrective or remedial action, audit, or other compliance or enforcement action, relating to any Product, by the United States Food and Drug Administration (the "FDA"), or by any other federal, state, local or otherwiseforeign authority having or asserting responsibility for the regulation of any of the Products ("OTHER AUTHORITIES"). Seller and its Affiliates have obtained all necessary approvals, in connection registrations and authorizations from, have made all necessary applications and other submissions to, and have prepared and maintained all records, studies and other documentation needed to satisfy material compliance with the ownership of the Acquired Assets. Sellers have complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation of the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amendedFDA and Other Authorities for the Business' current and past business activities relating to the Products, including, but not limited to, any necessary Pre-Market Notifications (the "Communications Act510(k)s") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified line extension letters relating individual Products to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedexisting 510(k)s.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are not in violation of, and have not received any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership (a) The conduct of the Acquired Assets. Sellers have complied and are in compliance in all material respects with all lawsBusiness, regulations and governmental orders applicable to Sellers' operation use of the Stations assets, and ownership of the Acquired AssetsReal Property by the Company and its Subsidiaries have not been and are not in violation, except as disclosed on Schedule A. Sellers have obtained in any material respect, of any applicable material laws, rules, regulations or ordinances of any Governmental Authority. The Company and hold its Subsidiaries possess all material governmental authorizations, permits, licenses licenses, certifications and approvals (other than registrations required for the Licenses)conduct of the Business as currently conducted, none and for the regular use of which has been rescinded the Assets as currently used, and all of which such authorizations, permits, licenses, certifications and registrations are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States government, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing loss, expiration or registration with, notification to, or authorization, consent or approval of, material modification of any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grantssuch material authorizations, permits, waivers and authorizations issued by licenses, certifications or registrations is pending or, to the FCC and required for and/or used in the operation knowledge of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reportsCompany, renewal applications, and threatened or reasonably foreseeable other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating than expiration in accordance with the Licensesterms thereof.
(b) Neither the Company nor any of its Subsidiaries has received notice of, nor to the knowledge of the Company, is currently the subject of, any adverse inspection, finding of deficiency, finding of noncompliance, compelled or voluntary recall, investigation, penalty, fine, sanction, assessment, request for corrective or remedial action, audit, or other compliance or enforcement action, relating to any Product, by any Governmental Authority which would have a Material Adverse Effect. The Company and its Subsidiaries have obtained all necessary approvals, registrations and authorizations from, have made all necessary applications and other submissions to, and in have prepared and maintained all records, studies and other documentation needed to satisfy material compliance with the Communications Act, and the rules and regulations requirements of the CommissionGovernmental Authorities for the Company and its Subsidiaries' current and past business activities relating to the Products, including, without limitationbut not limited to, those regulations governing the Stations' equal employment opportunity practices any necessary Pre-Market Notifications ("510(k)s") and public files, and any other applicable laws, ordinances, rules and regulationsline extension letters relating individual Products to existing 510(k)s, except as disclosed on Schedule A. Sellers would not have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when fileda Material Adverse Effect.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are not Except as set forth on Schedule 9.2(g) and except as set forth in violation ofSeller's Files, and have Seller has not received written notice (the subject of which has not been cured) from any notice asserting governmental authority or any material noncompliance by Sellers withparty entitled to enforce a covenant, condition and restriction affecting any applicable statuteReal Property or any other person to the effect that (i) any federal, state or local law, rule ordinance, rule, order or regulationregulation has been violated by the maintenance, whether operation, occupancy or use of such Real Property which violation would materially adversely affect the current operation, current occupancy or current use of such Real Property, (ii) any building, or other federal, statestate or municipal law, local ordinance, covenant, condition and restriction is or otherwisehas been violated by the maintenance, in connection with operation, occupancy or use of such Real Property which violation would materially adversely affect the ownership current operation, current occupancy or current use of such Real Property or (iii) any licenses permits, inspections, authorizations, certifications and approvals required by any governmental authorities having jurisdiction over the Acquired Assets. Sellers have complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation of the Stations Real Property, in its present manner, have not been performed or issued and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained paid for and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which are not in full force and effect, from all Governmental Authorities (in each case, without which the maintenance, operation, occupancy or use of such Real Property would be materially adversely affected; provided that, if the representations and warranties of Seller in this Section 9.2(g) are true and correct as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable lawEffective Date, then such representations and warranties shall also be deemed true and correct as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of the United States governmentClosing Date, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration than with respect to any written notices described in this Section 9.2(g) the construction and/or alteration subject matter of Seller's antenna structureswhich (x) relates to (1) a change in any federal, state or local law, ordinance, rule, order or regulation after the Due Diligence Termination Deadline or (2) events, circumstances or conditions which first occurred or arose after the Due Diligence Termination Deadline and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission (y) does not relate to (1) the taking of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications Seller required by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge terms of any basis Approved Lease or (2) matters for the commencement of any such proceeding in the future. Should any such action which an Anchor, Tenant or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedoccupant under a Specialty License Agreement is solely responsible.
Appears in 1 contract
Samples: Purchase and Sale Agreement (First Union Real Estate Equity & Mortgage Investments)
Compliance with Laws; Licenses and Permits. Sellers are not in violation of, and have not received any notice asserting any material noncompliance by Sellers with, any applicable statute, law, rule or regulation, whether federal, state, local or otherwise, in connection with the ownership of the Acquired Assets. Sellers have (a) The Company has complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation it, its Business and operations as presently or previously conducted, including all federal state and local privacy laws, rules and regulations, and all other applicable Laws of similar tenor and effect. None of the Stations Fair Credit Reporting Act, the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Credit Billing Act, the Equal Credit Opportunity Act, the Fair Debt Collections Practices Act, the Graham-Leach-Bliley Act, nor any federal regulatory rules and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which regulatxxxx xxxxxxxxxxx xxrsuant to these laws are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order generally applicable to conduct the operations of the Stations in accordance with applicable lawBusiness. Company thereof has obtained all material federal, as presently conducted state, local and to own, use and maintain the Acquired Assets, all of which permits, foreign governmental licenses and approvals permits which are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration required for the conduct of the United States governmentBusiness presently or proposed to be conducted by Company thereof, any state government or any local or other governmental body in a state of the United States or the District of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which licenses permits are valid, in full force and effect and no material violations are outstanding or uncured with respect to any such licenses or permits and no proceeding is pending or, to the Knowledge of Company, threatened to revoke or limit any thereof. Schedule 5.14 lists all material federal, state, local and foreign governmental licenses and permits of Company thereof which have been unconditionally issued for are used in or relate to the full license termBusiness. The Licenses constitute Company has furnished to Cenuco true and correct copies of all of the licenses, grants, permits, waivers licenses and authorizations issued by the FCC and permits required for and/or or used in the operation of Business.
(b) Schedule 5.14 sets forth the Stations as they consumer privacy policies that have been adopted by the Company thereof in connection with the Business and that are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed in effect for the Stations have been properly and timely filed, except as noted on Schedule A. Company. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have Company thereof has complied in all material respects with all requirements such consumer privacy policies and any applicable privacy policies posted on its web sites. The Company has taken commercially reasonable steps to protect and maintain the confidential nature of the FCC and the Federal Aviation Administration with respect personal information provided to the construction and/or alteration Company thereof by Persons who do not consent to the disclosure of Seller's antenna structuressuch information. All personally identifiable information collected by the Company thereof has been used in accordance with the applicable privacy policy at the time of such collection.
(c) All information (the "Database Information") contained in the Databases maintained by Company has been at all times (i) collected in substantial compliance with fair information collection practices (including but not limited to (a) the guidelines promulgated by the Online Privacy Alliance; (b) the standards promulgated by the Direct Marketing Association, and "no hazard" determinations for each antenna structure have been obtained(c) all applicable Federal, state and other laws, rules and regulations including but not limited to those relating to the use or collection of information collected from or about consumers) so that, at a minimum and prior to submitting any information to Company or its agents, Internet users received notice of how the information will be used and a choice whether to submit such information; and (ii) stored, maintained and used in accordance with such notices and all Federal, state and local laws, rules and regulations. Company has the right to use and commercially exploit the Database Information, free of consideration to any third party. The Licenses are unimpaired by any act or omission Databases contain approximately One Hundred Million (100,000,000), and at a minimum no less than Sixty-Five (65,000,000) Valid and Unique Records. For purposes of Sellers or their officersthis Agreement, directorsa "Valid and Unique Record" is (i) a Record with an e-mail address that accepts delivery of email transmissions (i.e., employees emails not rejected as "undeliverable"); (ii) the post office address of the residence of the person with the applicable e-mail address; and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There (iii) a subject Record is not now pending, or to the best duplicative of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew Records contained in the ordinary course any of the LicensesDatabases. The Company has Eighty Million (80,000,000) records meeting the criteria of (i) and (iii) of the definition of Valid and Unique Records. For purposes of this Agreement, a "Record" is set a of information on consisting of: (i) one "opt-in" or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers"permission-based" e-mail address, and Sellers have no knowledge (ii) the first and last name of any basis for the commencement of any e-mail user that uses such proceeding in the futuree-mail address. Should any such action or investigation In determining whether there are Sixty-Five Million (65,000,000) Valid and Unique Records, a duplicative Record will be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedcounted only once.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are (a) Since January 1, 2012, except as would not be material to the Business (i) the Business has been operated in violation ofcompliance with applicable Law and orders of Governmental Authorities applicable to the Business, Seller and its Affiliates (as relates to the Business), any Transferred Entity, any Business Employees or other employees of the Business, any assets of any Transferred Entity and (ii) Seller and its Affiliates have not received any written notice asserting of any violation or alleged violation of any such Law or orders of Governmental Authorities.
(b) The Transferred Entities hold all material noncompliance licenses, franchises, permits, certificates, approvals or other similar authorizations issued by Sellers withapplicable Governmental Authorities necessary for the lawful conduct of the Business as presently being conducted (the “Permits”). The Permits are valid and in full force and effect, no Transferred Entity is in material violation or default under the Permits and none of the Permits will be terminated as a result of the transactions contemplated hereby. Since January 1, 2012, the Business has not been conducted in material violation or material default of the Permits, and Seller and its Affiliates have not received any applicable statutewritten notification, lawcharge, rule claim or regulationassertion from any Governmental Authority alleging any violation of the Permits.
(c) None of the Transferred Entities, whether federalor any employee, stateofficer, local director, agent or otherwiserepresentative of the Transferred Entity has, in connection with the ownership or acting on behalf of the Acquired AssetsBusiness, (a) made or offered any unlawful payment, or offered or promised to make any unlawful payment, or provided or offered or promised to provide anything of value (whether in the form of property or services or in any other form), to any foreign or domestic government official or employee, or to any finder, agent, or other party acting on behalf of or under the auspices of any Governmental Authority, for the purpose of (i) influencing any act or decision of a government official in his or her official capacity, (ii) inducing a government official to do or omit to do any act in violation of his or her lawful duties or (iii) inducing a government official to influence or affect any act or decision of any Governmental Authority, (b) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (c) taken any other action or made any omission; in each case in violation of any law applicable to the Transferred Entities governing corrupt practices, money laundering, anti-bribery or anticorruption or that otherwise prohibits payments to any government or public officials, including, if applicable, the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd 1, et seq., the UK Xxxxxxx Xxx 0000 and any Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (all such Laws, “Anticorruption Laws”), or (d) made any payment to any customer or supplier of the Business or any officer, director, partner, employee or agent of any such customer or supplier for an unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier. Sellers Since January 1, 2012, neither Seller, its Affiliates nor any Transferred Entity has, in connection with or relating to the Business, received any written notice (or to the Knowledge of Seller, any other type of notice) alleging any such violation or conducted any material internal investigation with respect to any actual or alleged violation of any Anticorruption Law.
(d) Each of the Transferred Entities are and have complied been in compliance with all applicable statutory and regulatory requirements relating to economic sanctions or embargoes, including all laws administered and enforced by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC Laws”). None of the Transferred Entities is party to any contract or is engaged in any transaction or other business (i) in breach of OFAC Laws, or (ii) with any Person that is included, at the time of the relevant transaction, in the list of Specially Designated Nationals and Blocked Persons published by the United States Department of the Treasury, in each case to the extent OFAC Laws apply to such Transferred Entity. The Business has established internal controls and procedures intended to ensure compliance with all applicable OFAC Laws. Since January 1, 2012, none of the Transferred Entities has received from any Governmental Authority or any other Person any written notice of any material violation or alleged material violation of any OFAC Laws and to the Knowledge of Seller, there are no actions, conditions or circumstances pertaining to any of the transactions of the Transferred Entities or the Business that would reasonably be expected to give rise to any material Liability of any of the Transferred Entities for violation of any OFAC Laws.
(e) Each of the Transferred Entities are and have been in compliance in all material respects with all applicable statutory and regulatory requirements relating to export and import laws, regulations and governmental orders applicable to Sellers' operation of including the Stations and ownership of the Acquired Assets, except as disclosed on Schedule A. Sellers have obtained and hold all permits, licenses and approvals (other than the Licenses), none of which has been rescinded and all of which are in full force and effect, from all Governmental Authorities (as defined herein) necessary in order to conduct the operations of the Stations in accordance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permits, licenses and approvals are identified on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration of laws administered by the United States governmentDepartment of Commerce Bureau of Industry and Security (collectively “Export Laws”). Each Transferred Entity has obtained all material export licenses and other material approvals required for its exports of products, any state government or any local or other governmental body in a state of software and technologies from the United States and all other jurisdictions where such licenses or approvals are required by applicable Export Laws and has established internal controls and procedures intended to ensure compliance with all applicable Export Laws. None of the District Transferred Entities are engaged in activities subject to the International Traffic in Arms Regulations (codified at 22 CFR, Parts 103, 120-130). None of Columbia. No filing or registration with, notification to, or authorization, consent or approval of, the Transferred Entities has received from any Governmental Authority is required in connection with the execution and delivery or any other Person any written notice of this Agreement and the other Transactional Documents by any Seller material violation or the performance by any Seller alleged material violation of its obligations hereunder or thereunder except compliance with any applicable requirements Export Laws and to the Knowledge of Seller there are no actions, conditions or circumstances pertaining to any of the Communications Act of 1934 as amended, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each transactions of the License Subsidiaries is the holder Transferred Entities that would reasonably be expected to give rise to any material Liability of any of the Licenses indicated on Schedule A, all Transferred Entities for violation of which are valid, any Export Laws.
(f) Seller makes no representation or warranty in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration this Section 2.13 with respect to the construction and/or alteration of Seller's antenna structuresenvironmental matters, employee benefit matters or Tax matters, which matters are exclusively addressed in Section 2.14, Section 2.15, Section 2.16 and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedSection 2.17.
Appears in 1 contract
Compliance with Laws; Licenses and Permits. Sellers are not (a) Except as set forth in violation ofSection 2.13(a) of the Seller Disclosure Letter, the Company and its Subsidiaries is, and since December 31, 2020 has been, in compliance
(b) Except as set forth on Section 2.13(b) of the Seller Disclosure Letter, since December 31, 2020, the Company and its Subsidiaries have not received had and maintained in full force and effect in any notice asserting any material noncompliance by Sellers relevant jurisdiction all required authorizations, licenses, franchises, permits, certificates, approvals, registrations or other similar authorizations issued or granted by, or registered with, any applicable statuteGovernmental Authorities and affecting, lawor relating to, rule the Assets or regulation, whether federal, state, local or otherwise, in connection with the ownership of the Acquired Assets. Sellers have complied and are in compliance in all material respects with all laws, regulations and governmental orders applicable to Sellers' operation of the Stations and ownership business of the Acquired AssetsCompany and its Subsidiaries (the “Permits”), except as disclosed on Schedule A. Sellers have obtained would not reasonably be expected, individually or in the aggregate, to be material to the Company and hold all permitsits Subsidiaries, licenses taken as a whole, and approvals (other than neither the Licenses), none Company nor any of which its Subsidiaries has been rescinded refused, or granted subject to material conditions or requirements, any Permit necessary for the ongoing operation of its business. Section 2.13(b) of the Seller Disclosure Letter sets forth a true, correct and complete list of all Permits. Except as set forth on Section 2.13(b) of which the Seller Disclosure Letter, since December 31, 2020, the Permits are and have been valid and in full force and effect, from all Governmental Authorities (as defined herein) necessary and neither the Company nor any of its Subsidiaries has been or is in order to conduct default under the operations Permits, and none of the Stations Permits is suspended. The Company and its Subsidiaries (i) are in accordance material compliance with applicable law, as presently conducted and to own, use and maintain the Acquired Assets, all of which permitsthe terms and requirements of each such Permit and (ii) at all times since December 31, licenses and approvals are identified 2020 has been in such material compliance. Except as set forth on Schedule A. As used herein, "Governmental Authorities" means any agency, board, bureau, court, commission, department, instrumentality or administration Section 2.13(b) of the United States governmentSeller Disclosure Letter, neither the Company nor any state government of its Subsidiaries has at any time since December 31, 2020 received any written notice or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or any local proposed revocation, withdrawal, cancellation, nonrenewal, suspension or other governmental body in a state of the United States termination of, or the District of Columbia. No filing or registration with, notification material modification to, or authorizationany actual, consent alleged, or approval potential material violation of, any Governmental Authority is required in connection with the execution and delivery of this Agreement and the other Transactional Documents by any Seller or the performance by any Seller of its obligations hereunder or thereunder except compliance with any applicable requirements of the Communications Act of 1934 as amendedmaterial failure to comply with, (the "Communications Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is the holder of the Licenses indicated on Schedule A, all of which are valid, in full force and effect and which have been unconditionally issued for the full license term. The Licenses constitute all of the licenses, grants, permits, waivers and authorizations issued by the FCC and required for and/or used in the operation of the Stations as they are currently being operated. Each License Subsidiary is fully qualified to hold its Licenses. All ownership and employment reports, renewal applications, and other reports and documents required to be filed for the Stations have been properly and timely filed, except as noted on Schedule A. The Stations are operating in accordance with the Licenses, and in compliance with the Communications Act, and the rules and regulations of the Commission, including, without limitation, those regulations governing the Stations' equal employment opportunity practices and public files, and any other applicable laws, ordinances, rules and regulations, except as disclosed on Schedule A. Sellers have complied in all material respects with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of Seller's antenna structures, and "no hazard" determinations for each antenna structure have been obtained. The Licenses are unimpaired by any act or omission of Sellers or their officers, directors, employees and agents and Sellers will not, without Buyer's prior written consent, by an act or omission, surrender, modify, forfeit or fail to seek renewals on regular terms, of any License, or cause the Commission or other regulatory authority to institute any proceeding for the cancellation or modification of any such License, or fail to prosecute with due diligence any pending application to the Commission. There is not now pending, or to the best of Sellers' knowledge threatened, any action by or before the Commission or other regulatory authority to revoke, cancel, rescind, modify (except as to any applications by the Sellers shown on Schedule A) or refuse to renew in the ordinary course any of the Licenses, or any investigation, order to show cause, notice of violation, notice of inquiry, notice of apparent liability or of forfeiture or complaint against the Stations or Sellers, and Sellers have no knowledge of any basis for the commencement of any such proceeding in the future. Should any such action or investigation be commenced, order or notice be released, or complaint be filed, Sellers will promptly notify Buyer and take all actions necessary to protect the Stations and the Licenses from any material adverse impact. All reports, statements and other documents relating to the Stations filed by the Sellers or the Stations with the FCC or any other Governmental Authority were true, correct and complete in all material respects when filedPermit.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ambac Financial Group Inc)
