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 Company and each Company Subsidiary is, and at all times since January 1, 2017 has been, in compliance in all material respects with all Applicable Laws, except for Federal Cannabis Laws. 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.
(b) The Company and each Company Subsidiary is and has at all times been, in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Authority necessary for the Company and each Company Subsidiary to own, lease and operate their respective properties or to conduct its business consistent with past practice (collectively, the “Permits”), a complete and correct list of which is set forth in Section 2.13(b) of the Company Disclosure Schedule and all of which are in full force and effect. All applications for or renewals of all such Permits have been timely filed and made and no suspension, cancellation, modification, revocation or nonrenewal of any such Permit has occurred, is pending or threatened. Assuming receipt of the approval of the Transactions from the Governmental Authorities set forth on Section 2.13(b) of the Company Disclosure Schedule, the Transactions will not affect the Company’s or any of the Company Subsidiaries’ ability to continue to have the use and benefit of all Permits and no such Permit will expire or be terminated, revoked, limited in scope or otherwise adversely affected as a result of the Transactions.
(c) Except as set forth on Section 2.13(c) of the Company Disclosure Schedule, the Company and each Company Subsidiary is not and has never been a party to any Contract with any Governmental Authority, including any branch, division, agency or entity that is part of the United States or any state or local government, or any foreign government entity, agency, or instrumentality, including state-owned or state-controlled commercial entities. Except as set forth on Section 2.13(c) of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries has entered into any Contracts with any foundation or any public or private university, college, or other educational institution or research center.
(d) The Company and each Company Subsidiary has used commercially reasonable efforts to ens...
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.
(ii) Sellers have been issued or granted all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Authority required for Seller to lease, operate or hold any interest in any Acquired Assets or the Sold Shares (collectively, “Permits”), all such Permits are in full force and effect and such Permits, if any, are identified on Schedule 3.3(d). Sellers are, and have at all times been, in compliance in all material respects with each such Permit. No Seller has received any written notice (or other communication) from any Governmental Authority regarding: (A) any actual or possible violation of or failure to comply with any term or requirement of any Permit; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Permit. 14
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.
(b) There is no pending or, to the Knowledge of the Company, threatened charge by any insurance Regulatory Authority that any of the Company Insurance Subsidiaries has violated, nor any pending or, to the Knowledge of the Company, threatened investigation by any insurance Regulatory Authority with respect to possible violations of, any applicable Insurance Laws where such violations are, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. None of the Company Insurance Subsidiaries is subject to any Order of any insurance Regulatory Authority relating specifically to such Company Insurance Subsidiary (as opposed to insurance companies generally). The Company Insurance Subsidiaries have filed all reports required to be filed with any insurance Regulatory Authority on or before the date hereof as to which the failure to file such reports is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.
(c) In addition to Insurance Laws, the business of each Company Entity has been, and is being, conducted in compliance in all material respects with all applicable Laws, Orders and Permits, and with such Company ...
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. Section 3.13 of the Disclosure Schedule sets forth all Permits that are necessary for each Plutux 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 Plutux Group Company has been and is in compliance in all material respects with all Laws and Governmental Orders to which such Plutux Group Company is subject or by which such Plutux Group Company’s assets or properties are bound. Each Plutux 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 Plutux Material Adverse Effect.
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 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
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.
(b) The Company and each Company Subsidiary is, and has at all times been, in possession of all material authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Authority necessary for the Company and each Company Subsidiary to own, lease and operate their respective properties or to conduct its business consistent with past practice (collectively, the “Permits”), a complete and correct list of which is set forth in Section 2.13(b) of the Company Disclosure Schedule and all of which are in full force and effect. All applications for or renewals of all such Permits have been timely filed and made and no suspension, cancellation, modification, revocation or nonrenewal of any such Permit has occurred, is pending or, to the knowledge of the Company, threatened. The Transactions will not affect the Company’s or any of the Company Subsidiaries’ ability to continue to have the use and benefit of all Permits and no such Permit will expire or be terminated, revoked, limited in scope or otherwise adversely affected as a result of the Transactions.
(c) The Company and each Company Subsidiary is not and has never been a party to any Contract with any Governmental Authority, including any branch, division, agency or entity that is part of the United States or any state or local government, or any foreign government entity, agency, or instrumentality, including state-owned or state-controlled commercial entities. Except as set forth on Section 2.13(c) of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries has entered into any Contracts with any foundation or any public or private university, college, or other educational institution or research center.
(d) The Company and each of the Company Subsidiaries only operate in jurisdictions that have enacted laws legalizing cannabis. The Company and each Company Subsidiary is in compliance in all material res...
Compliance with Laws; Orders and Permits. Each of Parent and Merger Sub is and has been, and has conducted its business, in compliance with all Applicable Laws. Parent and Merger Sub requires each of their respective employees and contractors to comply with such Applicable Laws. Neither Parent nor Merger Sub has received written notice of any violation or alleged violation of any such Applicable Laws.
