Compliance with Laws; Orders and Permits. Each Group Company has been and is in compliance in all material respects with all Laws and Governmental Orders to which such Group Company is subject or by which such Group Company’s assets or properties are bound. Each Group Company owns, holds, possesses or lawfully uses in the operation of its business all Permits that are necessary for it to own or lease its properties and assets and conduct its business as currently conducted and as proposed to be conducted (the “Required Permits”), and all the Required Permits are in full force and effect and no cancellation or suspension of any Required Permit is pending or, to the knowledge of the Company, threatened, except to the extent the failure to own, hold, possess or use the Required Permits would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, any record owner of any Equity Securities of the Company who is a PRC resident under the SAFE Circulars or is otherwise subject to the SAFE Registration Requirements, has fully complied with the SAFE Registration Requirements.
Compliance with Laws; Orders and Permits. Each Group Company has been and is in compliance in all material respects with all Laws and Governmental Orders to which such Group Company is subject or by which such Group Company’s assets or properties are bound. Each Group Company owns, holds, possesses or lawfully uses in the operation of its business all Permits that are necessary for it to own or lease its properties and assets and conduct its business as currently conducted and as proposed to be conducted (the “Required Permits”), including the Permits for producing, co-producing, importing, distributing, exhibiting and otherwise Exploiting films, and all the Required Permits are in full force and effect and no cancellation or suspension of any Required Permit is pending or threatened, in each case except where such failure to own, hold, possess or lawfully use, or the suspension or cancellation of, or failure to be valid or in full force and effect of such Required Permit would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No Group Company has been or is in material violation of any applicable Law or Governmental Order in relation to the importation, distribution, exhibition or other Exploitation of imported films into the PRC and the related film import quota systems, including films imported on a revenue-sharing basis or a buy-off basis. Except as set forth on Section 3.2(i) of the Disclosure Schedule, each of the Founder, Mr. Xxx Xx and Xx. Xxxxx Xxxxx, and any record owner of any Equity Securities of the Company who is a PRC resident under the SAFE Circulars or otherwise subject to the SAFE Registration Requirements, has fully complied with the SAFE Registration Requirements.
Compliance with Laws; Orders and Permits. (a) The business and operations of the Company and the Company Insurance Subsidiaries have been conducted in compliance in all material respects with all applicable Laws regulating the business of insurance, including all applicable orders and directives of insurance Regulatory Authorities and market conduct recommendations resulting from market conduct examinations of insurance Regulatory Authorities (collectively, "Insurance Laws"). Notwithstanding the generality of the foregoing, except where the failure to do so would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, each Company Insurance Subsidiary and, to the Knowledge of the Company, its agents have marketed, sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including in compliance with (i) all applicable prohibitions against "redlining" or withdrawal of business lines, (ii) all applicable requirements relating to the disclosure of the nature of insurance products as policies of insurance, and (iii) all applicable requirements relating to insurance product projections and illustrations.
Compliance with Laws; Orders and Permits. The business and operations of Parent have not been, and are not being, conducted in violation of any applicable Law, Order or Permit, except for violations or possible violations that are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement. No investigation or review by any Regulatory Authority with respect to Parent is pending or, to the Knowledge of Parent, threatened, nor, to the Knowledge of Parent, has any Regulatory Authority indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.
Compliance with Laws; Orders and Permits. (i) Sellers have complied in all respects with all Laws that affect or apply to any Acquired Asset, Assumed Liability or the Sold Shares except, in each case, as would not reasonably be expected to materially adversely affect the consummation of the Transaction, and no written notice, charge, claim, action or assertion has been received by any Sellers or, to Sellers’ Knowledge, has been filed, commenced or threatened against any Seller alleging any violation of any of the foregoing. None of Sellers has at any time received any written notice or direction from any Governmental Authority challenging the legal right of any Seller to use any of the Acquired Assets (or the Sold Shares) in the present manner other than any rejections or objections that may have been issued by the PTO or any foreign patent offices during the prosecution of the applicable Assigned Patents. To the Sellers’ Knowledge, as of the date of this Agreement, no event has occurred, and no condition exists, that would reasonably be expected to (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by Sellers of, or a failure on the part of any Seller to comply with, any U.S. federal, state, local or non-U.S. statutes, Laws, regulations or other Laws relating to any Acquired Asset, Assumed Liability, or the Sold Shares except, in each case, as would not reasonably be expected to materially adversely affect the consummation of the Transaction.
Compliance with Laws; Orders and Permits. (a) To the knowledge of the Company, the Company and each Company Subsidiary is, and at all times since January 1, 2018 has been, in material compliance with all Applicable Laws, except for Federal Cannabis Laws or as is not material in any case or in the aggregate. Each of the Company and the Company Subsidiaries requires each of their respective employees and contractors to comply with such Applicable Laws. Neither the Company nor any Company Subsidiary has received written notice of any violation or alleged violation of any such Applicable Laws.
Compliance with Laws; Orders and Permits. Section 3.13 of the Disclosure Schedule sets forth all Permits that are necessary for each Seller Group Company to own or lease its properties and assets and conduct its business as currently conducted and as proposed to be conducted (the “Required Permits”). Each Seller Group Company has been and is in compliance in all material respects with all Laws and Governmental Orders to which such Seller Group Company is subject or by which such Seller Group Company’s assets or properties are bound. Each Seller Group Company owns, holds, possesses or lawfully uses in the operation of its business all the Required Permits, and all the Required Permits are in full force and effect and no cancellation or suspension of any Required Permit is pending or, to the Knowledge of Seller, threatened, except to the extent the failure to own, hold, possess or use the Required Permits would not, individually or in the aggregate, have a Seller Material Adverse Effect.
Compliance with Laws; Orders and Permits. The Company is, and at all times during the past five (5) years has been, in compliance with all Legal Requirements applicable to the Company. Except as set forth on Schedule 3.7, the Company has not received written notice during the five (5) years prior to the date hereof of any violation of any Legal Requirement in connection with the conduct, ownership, use, occupancy or operation of the Company, its Business or its assets. The Company currently has, and at all times during the past five (5) years has had, all Permits. A list of all current Permits is set forth in Schedule 3.7, and complete and correct copies of all such Permits have been provided to Buyer. Each such Permit is valid and in full force and effect, and cancellation, suspension, limitation or other adverse modification the there are no issues that would prevent due and timely transfer of such Permits to Buyer at the Closing in connection with consummating the transactions contemplated hereby.
Compliance with Laws; Orders and Permits. Section 3.13 of the Disclosure Schedule sets forth all Permits that are necessary for each Smartposting Group Company to own or lease its properties and assets and conduct its business as currently conducted and as proposed to be conducted (the “Required Permits”). Each Smartposting Group Company has been and is in compliance in all material respects with all Laws and Governmental Orders to which such Smartposting Group Company is subject or by which such Smartposting Group Company’s assets or properties are bound. Each Smartposting Group Company owns, holds, possesses or lawfully uses in the operation of its business all the Required Permits, and all the Required Permits are in full force and effect and no cancellation or suspension of any Required Permit is pending or, to the Knowledge of Seller, threatened, except to the extent the failure to own, hold, possess or use the Required Permits would not, individually or in the aggregate, have a Smartposting Material Adverse Effect.
Compliance with Laws; Orders and Permits. Each Purchaser Group Company has been and is in compliance in all material respects with all Laws and Governmental Orders to which such Purchaser Group Company is subject or by which such Purchaser Group Company’s assets or properties are bound. Each Purchaser Group Company owns, holds, possesses or lawfully uses in the operation of its business all Permits that are necessary for it to own or lease its properties and assets and conduct its business as currently conducted and as proposed to be conducted (the “Required Permits”), and all the Required Permits are in full force and effect and no cancellation or suspension of any Required Permit is pending or, to the Knowledge of Purchaser, threatened, except to the extent the failure to own, hold, possess or use the Required Permits would not, individually or in the aggregate, have a Purchaser Material Adverse Effect.
