Compliance with Legal Requirements; Permits. (a) Except as set forth on Schedule 3.14(a):
(i) the Company Entities are in compliance in all material respects with each Legal Requirement that is applicable to them or to the conduct or operation of the Business or the ownership or use of any of their assets;
(ii) the Company Entities are not in receipt of any written notice, or to the Company’s Knowledge, any other notice, from any Governmental Authority or any other Person regarding any actual or alleged failure to comply with, any material Legal Requirement.
(b) Schedule 3.14(b) contains a list, which is complete and accurate in all material respects, of the material Governmental Authorizations (other than the Environmental Permits) that are held by the Company Entities or that otherwise relate to the business of, or to any of the assets owned or used by, the Company Entities. Except as set forth on Schedule 3.14(b), the Company Entities have all Governmental Authorizations necessary for the Company or such Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted, except where the failure to have any Governmental Authorization would not, individually or in the aggregate, result in, or reasonably be expected to result in material liability to the Company Entities, or reasonably be expected to interfere in any material respect with the conduct of the Company Entities’ business, or reasonably be expected to materially impair or delay the consummation of the transactions contemplated by this Agreement. Each Governmental Authorization listed on Schedule 3.14(b) is valid and in full force and effect. Except as set forth on Schedule 3.14(b):
(i) The Company Entities are in compliance in all material respects with all of the material terms and requirements of each material Governmental Authorization identified on Schedule 3.14(b);
(ii) The Company Entities have not received any written notice, or to the Company’s Knowledge, any other notice or communication, from any Governmental Authority or any other Person regarding actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any material Governmental Authorization;
(iii) No suspension, cancellation or materially adverse modification of any material Governmental Authorization is pending or, to the Company’s Knowledge, threatened; and
(iv) The Company Entities have timely filed all reports, data and other information required to be filed with the Governmental A...
Compliance with Legal Requirements; Permits. (a) Except for instances of non-compliance that would not reasonably be expected to have a Material Adverse Effect, the Subject Company is currently conducting its businesses in compliance with all applicable Laws, Judgments and Permits.
(b) Except for any Permit the failure of which to possess would not reasonably be expected to have a Material Adverse Effect, the Subject Company possesses all Permits necessary to conduct its operations as they are currently being conducted and all such Permits are in full force and effect.
Compliance with Legal Requirements; Permits. Except as set forth in Schedule 5.9, and except as would not, individually or in the aggregate, have a Material Adverse Effect, Sellers are not in violation of any Legal Requirement applicable to the operation of the Business and hold all Permits required for Sellers to conduct the Business as it is currently conducted. Notwithstanding the foregoing, this Section 5.9 shall not apply to employment matters, employee benefits matters, intellectual property, Taxes or environmental and health and safety matters, which are the subject exclusively of the representations and warranties in Section 5.10, Section 5.11, Section 5.12, Section 5.7 and Section 5.5, respectively.
Compliance with Legal Requirements; Permits. Except as would not reasonably be expected to, individually or in the aggregate, materially adversely affect the Company: (a) the Company is in compliance with all Laws applicable to the Company or its properties or assets or the Company; (b) the Company has not received any written notice of or been charged with a violation of any such Laws related to or affecting the Company; (c) the Company has all Permits that are required for the operation of the Company as presently conducted, and all Permits obtained by the Company are valid and in full force and effect; (d) the Company is not in default under or violation or breach of, and no event has occurred which, with the lapse of time or the giving of notice, or both, would constitute a default under or violation or breach of any term, condition or provision of any Permit or would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit; (e) none of the Permits has been challenged, suspended or revoked and, to the Knowledge of the Company, no written statement of intention to challenge, suspend or revoke or fail to renew any such Permit has been received by the Company; and (f) all fees and charges with respect to such Permits as of the date hereof have been paid in full.
Compliance with Legal Requirements; Permits. UAV has always complied with all applicable Legal Requirements in all material respects, and no written notice from a Governmental Entity has been received by, and, to the Knowledge of UAV, no claims have been filed or threatened against, UAV alleging a violation of any such Legal Requirements, and no Legal Proceeding exists or since January 1, 2017 was initiated with respect to an alleged violation of any Legal Requirement. UAV holds and is in compliance in all material respects with all material Permits required for ownership of its properties and assets and the conduct of its businesses as presently conducted by UAV. UAV is not a party to, or bound by, any Order (or agreement entered into in any Legal Proceeding with any Governmental Entity) with respect to UAV’s properties, assets, personnel or business activities.
Compliance with Legal Requirements; Permits. (a) The Company is, and at all times since its formation has been, in compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of its assets. The Company has not received, at any time since its formation, any notice from any Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement. All Contractors (as defined in Section 2.13(a) below) have been properly documented and classified as independent contractors for tax purposes.
(b) Schedule 2.9 sets forth a true, complete and accurate list of all material licenses, approvals, permits, or authorizations from Governmental Authorities (collectively, the “Permits”) that are required to be obtained for the business and operations of the Business. All such Permits are valid and in full force and effect, the Company is in compliance with the respective requirements thereof, and no proceeding is pending or, to the Seller Parties’ knowledge, threatened to revoke or amend any of them.
Compliance with Legal Requirements; Permits. Except as set forth in Section 3.12 of the Disclosure Schedule, since inception neither the Vendor nor the Subsidiary has been in violation of any Legal Requirement applicable to the operation of the Business, except for violations that would not have a Material Adverse Effect. Neither the Vendor nor the Subsidiary has received any written notification from any Governmental Authority asserting that it is not in compliance with any Legal Requirement. Except as set forth in Section 3.12 or Section 3.13 of the Disclosure Schedule, (a) the Vendor and the Subsidiary hold all permits, licenses, certificates, accreditation and other authorizations of all Government Authorities required for the operation of the Business as presently operated, except where the failure to hold such permits would not have a Material Adverse Effect; (b) neither the Vendor nor the Subsidiary has received any notices alleging the failure to hold any permit, license, certificate, accreditation or other authorization of any Government Authority; and (c) each of the Vendor and the Subsidiary is in compliance with all material terms and conditions of all permits, licenses, accreditations and authorizations which it holds.
Compliance with Legal Requirements; Permits. The Company is currently conducting its businesses in compliance with, and is not in conflict with, or in default or violation of, any applicable Laws, Judgments and Permits, except to the extent such conflict, default or violation would not reasonably be expected to have a Material Adverse Effect.
Compliance with Legal Requirements; Permits. (a) Except as set forth in Schedule 5.9(a), and, with respect to Permits required under any Environmental Law or environmental provision of any Mining and Mining Safety Law, which Permits are addressed in Section 5.5, Sellers hold all of the Permits necessary for the current operation and conduct of the Business and the Acquired Assets in compliance with Legal Requirements, including Mining and Mining Safety Law, the absence of which would be immaterial to the operation of the Business or the Acquired Assets from and after the Closing. The Permits set forth on Schedule 2.1(g) are all of the Permits held by Sellers with respect to the current operation and conduct of the Business and the Acquired Assets, the absence of which would be reasonably expected to adversely affect the operation of the Business or the Acquired Assets from and after the Closing.
(b) Except (x) as set forth on Schedule 5.9(b), and, with respect to compliance with Environmental Law or environmental provision of any Mining and Mining Safety Law, Schedule 5.5, (y) for fully paid, discharged and finally settled citations and notices of violations issued by MSHA, the Alabama Surface Mining Commission, the Alabama Department of Environmental Management, the West Virginia Department of Environmental Protection, or other Governmental Authorities and (z) as would not reasonably be expected to be material to the Business or the Acquired Assets, Sellers have conducted the Business for the past three (3) years and currently own and operate the Acquired Assets in accordance, in all material respects, with all Legal Requirements, Orders and Permits applicable to Sellers and the Acquired Assets during such period, and the Business is in compliance in all material respects with all applicable Legal Requirements, Orders and Permits (including any anti-bribery Legal Requirements) and has obtained all approvals necessary for owning and operating its assets and has made all necessary filings with all Governmental Authorities having jurisdiction necessary for owning and operating its assets, and there are no Orders outstanding under any Mining and Mining Safety Law with respect to the Real Properties or the Business.
(c) Except (x) as set forth on Schedule 5.9(c) and, with respect to actions under Environmental Law, which are covered under Section 5.5, (y) for fully paid, discharged and finally settled citations and notices of violations issued by MSHA, the Alabama Surface Mining Commission, the Alabama D...
Compliance with Legal Requirements; Permits. (a) Each of the Company and the Company Subsidiaries is, and has at all times been, in compliance with all applicable Legal Requirements. None of the Company or any Company Subsidiary has received any written notice, order, complaint or other communication from any Governmental Entity or any other Person that the Company or any Company Subsidiary is not in compliance with any Legal Requirements.
(b) Section 2.22(b) of the Company Disclosure Schedule sets forth a list that is accurate and complete in all respects of all material permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other material authorizations of any Governmental Entity necessary for it to own, lease and operate its material properties and to carry on its business in all material respects as currently conducted (the “Company Permits”). Each of the Company and the Company Subsidiaries is in compliance in all material respects with all Company Permits and no suspension, cancellation, modification, revocation or non-renewal of any such Permit is pending. No Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or any of the Company Subsidiaries.
