Compliance with Laws; Permits and Licenses. (a) The operations of the Business and the Subject Companies are and since January 1, 2014 have been conducted in compliance in all material respects with all Applicable Laws. No Subject Company or any Seller or other Subsidiary thereof (to the extent affecting or relating to the Business) is in material default under any Applicable Law or, to the Knowledge of the Sellers, is under investigation by any Governmental Authority with respect to any material violation of any Applicable Law. Each Subject Company holds, and at all times as required by Applicable Law has held, all material permits, certificates, licenses, Governmental Approvals and other authorizations of any Governmental Authority (“Permits”) that are necessary for the operation of its business as presently conducted or the ownership, operation or use by such Subject Company of its properties, assets and rights, except where the failure to hold any such Permit would not, individually or in the aggregate, be Material to a Reasonable Investor. All Permits held by the Subject Companies are in full force and effect and are not subject to any suspension, cancellation or revocation or any Proceedings related thereto, and, to the Knowledge of the Sellers, no such suspension, cancellation, modification or revocation or Proceeding is threatened. Each of the Subject Companies is in compliance in all material respects with all the Permits held it. As of the date hereof, none of the Subject Companies or the Sellers or other Subsidiaries thereof has received any written notification from any Governmental Authority asserting that any Subject Company is not in compliance with any Applicable Law that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit, except where such noncompliance, revocation or suspension would not, individually or in the aggregate, be Material to a Reasonable Investor.
(b) As of the date hereof, no Proceeding, examination, audit or review (other than routine examinations, audits and reviews in the ordinary course of business consistent with past practice) with respect to any Subject Company has been initiated or is ongoing, unresolved or, to the Knowledge of the Sellers, threatened by any applicable Governmental Authority. None of the Subject Companies or the Sellers or other Subsidiaries thereof has received since January 1, 2014 any written notice or communication of any unresolved violation or exception from any applicable Gove...
Compliance with Laws; Permits and Licenses. CONSULTANT shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, rules, and other legal requirements in effect during the term of this Agreement. CONSULTANT shall obtain any and all permits, licenses, and other authorizations necessary to perform the Services. Neither the CITY, nor any elected or appointed boards, officers, officials, employees, or agents of the CITY, shall be liable, at law or in equity, as a result of any failure of CONSULTANT to comply with this section.
Compliance with Laws; Permits and Licenses. CONTRACTOR shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, rules, and other legal requirements in effect during the term of this Agreement. CONTRACTOR shall obtain any and all permits, licenses, and other authorizations necessary to perform the Services. Neither the CITY, nor any elected or appointed boards, officers, officials, employees, or agents of the CITY, shall be liable, at law or in equity, as a result of any failure of CONTRACTOR to comply with this section.
Compliance with Laws; Permits and Licenses. CONTRACTOR shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, rules, and other legal requirements in effect during the term of this Agreement. This shall include, but shall not be limited to, all California Labor Code laws regarding payment of prevailing wages and all OSHA regulations. CONTRACTOR shall obtain any and all permits, licenses, and other authorizations necessary to perform the work under this Agreement. Neither the CITY, nor any elected or appointed boards, officers, officials, employees, or agents of the CITY, shall be liable, at law or in equity, as a result of any failure of CONTRACTOR to comply with this section.
Compliance with Laws; Permits and Licenses. The operations of the Evercore Parties and the Evercore Subsidiaries are being and, since January 1, 2007 have been, conducted in compliance in all respects with all applicable Laws, in each case, except for such violations and non-compliance as would not reasonably be expected to have a Material Adverse Effect. Each of the Evercore Parties and the Evercore Subsidiaries holds all permits, certificates, licenses, approvals, orders and other authorizations (“Permits”) of each Governmental Entity which are necessary for the business and operations of the Evercore Parties and such Evercore Subsidiaries, except where the failure to hold such Permits would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 5.11 of the Evercore Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect, (i) such Permits are valid and in full force and effect, (ii) none of the Evercore Parties or the Evercore Subsidiaries is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits and (iii) none of such Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the Transactions. Except as set forth in Section 5.11 of the Evercore Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect, none of the Evercore Parties or the Evercore Subsidiaries has received any written or, to the knowledge of the Evercore Parties, oral notification from any Governmental Entity asserting that such Governmental Entity intends to revoke or suspend any Permit necessary for the operation of the business and operations of the Evercore Parties and the Evercore Subsidiaries.
Compliance with Laws; Permits and Licenses. Except as set forth in Schedule 4.6 and Schedule 4.16:
(a) Each of the Seller and the Designated Sellers has complied in all material respects with all Laws applicable to the Operations or the Assets.
(b) The Operating Permits are all the material permits, licenses, certificates and authorizations of, and registrations with, any Government Entity necessary for the Seller and the Designated Sellers to conduct the Operations as presently conducted, and the Operating Permits are in good standing and each of the Seller and the relevant Designated Sellers is in compliance in all material respects thereunder.
Compliance with Laws; Permits and Licenses. (a) The Company is in compliance with all laws applicable to its business;
(b) The Company holds or has filed in a timely manner applications or renewals for all authorizations required for the conduct of its business as now conducted;
(c) The Company is in compliance with such authorizations; and
(d) There is no reasonable ground to believe that any such authorizations will not, in the ordinary course, be renewable upon their expiration; except in each case where the failure to be in compliance or to have filed or hold would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Anything in this Section 3.6 notwithstanding, it is understood and agreed that the foregoing shall not be deemed inaccurate by reason of the ordinary expiration of any such authorizations, the renewal of which is expected to be obtained in the ordinary course without material expense or material interruption of existing operations. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in the foregoing representations and warranties in this Section 3.6 ceasing to be accurate.
Compliance with Laws; Permits and Licenses. (a) The Company and the Company Subsidiaries are, and at all times since December 31, 2011, have been, in compliance in all material respects with each Law that is or was applicable to them or to the conduct or operation of the Business or the ownership or use of any of their assets used in the Business. In addition, the representations and warranties contained in this Section 3.12(a) do not apply to any matter to the extent specifically covered by any other Section of this Article III (including the other clauses of this Section 3.12).
(b) Neither the Company nor any Company Subsidiary has received, at any time since December 31, 2011, written notice of or been charged in writing with (A) any actual, alleged, possible, or potential violation of, or failure to comply in all material respects with, any Law, or (B) any actual, alleged, possible, or potential obligation on the part of Company or any Company Subsidiary to undertake, or to bear all or any portion of the cost of, any material remedial action of any nature, in each case from a Governmental Body, and excluding disputes involving Government Contracts.
(c) Section 3.12(c) of the Seller Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by the Company or any Company Subsidiary. The Company and the Company Subsidiaries hold all Governmental Authorizations that are necessary to operate the business of the Company and the Company Subsidiary as currently conducted, including any required for use of any real property owned, leased, or operated by the Company or any Company Subsidiary, and each such Governmental Authorization is valid and in full force and effect. Except as set forth in Section 3.12(c) of the Seller Disclosure Letter: (i) the Company and the Company Subsidiaries are, and at all times since December 31, 2011, have been, in compliance in all material respects with the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.12(c) of the Seller Disclosure Letter; (ii) the Company or any Company Subsidiary has not received, at any time since December 31, 2011, written notice of or been charged in writing with any violation of, any law, statute, order, rule, regulation, ordinance or judgment of any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any such Governmental A...
Compliance with Laws; Permits and Licenses. (a) Except as disclosed in Schedule 4.5(a), to its knowledge, the Company is in compliance in all respects with all applicable statutes, orders, rules and regulations promulgated by Governmental Authorities (collectively, "Applicable Law") relating to the operation or conduct of the business of the Company, or the use of the properties of the Company, including, without limitation, any applicable statute, order, rule or regulation relating to (i) wages, hours, hiring, non-discrimination, promotion, retirement, benefits, pensions and working conditions, (ii) health and safety, (iii) zoning and building codes or municipal ordinances, violation of which would interfere with the ability of the Company to operate, (iv) the production, storage, processing, advertising, sale, transportation, distribution, disposal, use and warranty of products of the business of the Company (v) obligations of the Company to disabled persons, or (vi) trade and antitrust regulations, and the Company has not received any notice of alleged violation of any such statute, order, rule or regulation. The transactions contemplated by this agreement will not result in any violation described in clauses (i) through (v) above. Except as disclosed in Schedule 4.5(a), the Company is not in default under or in violation of, any applicable franchise, permit or license, its Articles of Incorporation or other charter document, Bylaws, any promissory note, indenture or any evidence of indebtedness or security therefor, lease, Contract or any other instrument to which it is a party or by which it or any of its properties or assets is or may be bound.
(b) Schedule 4.5(b) lists all governmental licenses, permits, product registrations, authorizations, approvals and indicia of authority and any pending applications therefor. Except as disclosed in Schedule 4.5(b), such licenses, permits, product registration, authorizations, approvals and indicia of authority are (i) to the knowledge of the Company, all the governmental licenses, permits, product registrations, authorizations, approvals and indicia of authority necessary to conduct the business of the Company, and (ii) valid and in full force and effect, assuming the related consents referenced in Section 5.2(f) have been obtained prior to the Closing.
Compliance with Laws; Permits and Licenses. (a) Except as set forth in Section 4.9(a) or 5.9(a) of the Disclosure Schedule, the Acquired Business is being conducted in compliance in all material respects with all Applicable Laws and applicable Regulations.
(b) Except as set forth in Section 4.9(b) or 5.8 of the Disclosure Schedule, Seller holds and, at all relevant times, has held all permits, certificates, licenses, approvals and other authorizations of each Governmental Authority necessary for the operation of the Acquired Business (or, where legally permissible, any waivers of or exemptions from any of the foregoing by such Governmental Authority) (the approvals set forth in this Section 4.9(b) being collectively referred to as "Permits").
