Compliance with Permits and Laws. (a) Each of the Seller, the Company and the Company’s Subsidiaries has all permits, subdivision approvals, variances, licenses, franchises and other governmental authorizations, certificates, consents and approvals (other than with respect to Environmental Laws, which are addressed in Section 5.14) (collectively, “Permits”) necessary to operate the West Virginia Gas Distribution Business as presently conducted, except where the failure to have any such Permit is immaterial. Each of the Seller (with respect to the West Virginia Gas Distribution Business), the Company and the Company’s Subsidiaries is in compliance with all Permits and Laws of all Governmental Entities applicable to it and no notice, charge, claim, action or assertion has been received by the Seller (with respect to the West Virginia Gas Distribution Business), the Company or any Subsidiary of the Company or, to the knowledge of Seller, threatened against the Seller (with respect to the West Virginia Gas Distribution Business), the Company or any Subsidiary of the Company, in each case alleging any violation of any of the foregoing, except for any immaterial violations or failures to be in compliance with any Permits or Laws.
(b) Schedule 5.21(b) sets forth all Permits and Environmental Permits and consent orders to which Seller (with respect to the West Virginia Gas Distribution Business), the Company or the Company’s Subsidiaries is subject as of the date of this Agreement, with the exception of routine approvals which are not discretionary.
Compliance with Permits and Laws. Seller holds and is in compliance with all Permits (other than with respect to Environmental Laws, which are addressed in Section 5.10) necessary to own, operate and maintain the Transferred Business as presently conducted, except where the failure to have such Permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller is in compliance with all Permits and Laws of all Governmental Entities applicable to it with respect to the Transferred Business or the Acquired Assets, except for violations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Compliance with Permits and Laws. 6.1 Licensee represents and warrants that during the term of this Agreement, in connection with the Event, it will obtain and maintain all required permits and approvals. The City will assist Licensee in obtaining permit(s) from governmental agencies including the Fire Department of the City of Miami. Fire Department manpower requirements shall be determined by the Fire Department and presented to Licensee at least ten (10) business days prior to the Event.
6.2 Licensee represents and warrants that during the term of this Agreement, it will not use or employ the Premises, or any other City owned property, to handle, transport, store or dispose of any hazardous materials and that it will not conduct any activity on the Premises or other City- owned property in violation of any applicable environmental laws.
6.3 Licensee represents and covenants that it will comply, and require its concessionaires to comply, with all applicable laws, codes and ordinances, including, but not limited to, the Americans with Disabilities Act (“ADA”), the Florida Building Code, all laws prohibiting discrimination, planning, zoning, traffic, environmental laws, and regulations.
6.4 Licensee represents and warrants that it is aware of the restrictions contained in Sections 22-180 through 22-185 of the Code of the City of Miami entitled “Handbills” and that it will comply with all of the requirements therein with respect to the distribution of commercial handbills. Should Licensee fail to comply, it shall be responsible for the payment of any fine the City may impose upon the City. Payment for fines imposed must be made within ten (10) days of receipt thereof.
6.5 Licensee accepts this Agreement and hereby acknowledges that Licensee's strict compliance with all applicable federal, state and local laws, permits, approvals, ordinances, rules, and regulations (collectively sometimes referred to as: “law” or “laws”) is a condition of this Agreement, and Licensee, and any of its employees, agents or performers, shall comply therewith as the same presently exist and as they may be amended hereafter. This Agreement shall be construed and enforced according to the laws of the State of Florida.
Compliance with Permits and Laws. (a) The Acquired Companies have all Necessary Permits from foreign, federal, state and local authorities affecting the Acquired Companies’ Business and own and operate their respective assets, except for those Permits as to which the failure to obtain would not have a Material Adverse Effect on the Acquired Companies. Disclosure Schedule 3.19(a) attached hereto sets forth a true, correct and complete list of the Acquired Companies’ Permits (exclusive of Permits from local authorities), copies of which have previously been made available by the Acquired Companies to the Buyer (exclusive of Permits from local authorities). Each Acquired Company has complied with and is in compliance with the terms and conditions of such Permits and has not received any notices that it is in violation of any of the terms or conditions of such Permits. Each Acquired Company has taken all necessary action to maintain such Permits. No loss or expiration of any such Permit is pending, reasonably foreseeable, or, to the Acquired Companies’ Knowledge, threatened other than expiration in accordance with the terms thereof.
(b) The Acquired Companies have in all material respects complied with all applicable Laws, and are not in material violation of any Law, including any Law relating to the Business or the ownership or use of any of their assets. No notice, claim, charge, complaint, action, suit, proceeding, investigation or hearing has (i) been received by either Acquired Company or, (ii) to either Acquired Companies’ Knowledge, been filed or commenced against either of the Acquired Companies, alleging a violation of or liability or potential responsibility under any such law, rule or regulation which has not heretofore been duly cured and for which there is no remaining liability.
(c) The representatives of the Acquired Companies have not, to obtain or retain business, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment with a value in excess of One Hundred Dollars ($100) in the aggregate to any one individual in any year) to: (i) any person who is an official, officer, agent, employee or representative of any Governmental Body or of any existing or prospective customer (whether government owned or nongovernment owned); (ii) any political party or official thereof; (iii) any candidate for political or political party office; or (iv) any other indiv...
Compliance with Permits and Laws. Except as disclosed in EXHIBIT 7.12.2, the Company is and within the last three (3) years prior to the date of this Agreement has been in compliance with (i) the Permits (including without limitation any ancillary provisions (Nebenbestimmungen) thereto); (ii) laws applicable to the Permits; and (iii) orders, decrees or rulings of, or restrictions imposed by, any court or Authority (the "ADMINISTRATIVE ORDERS").
Compliance with Permits and Laws. Except as otherwise disclosed in the Disclosure Letter, the Target Group Companies are, and at any time have been, in compliance in all material respects with (i) the Permits, including any ancillary provisions thereto, (ii) all applicable Laws and regulations of any jurisdiction where the Target Group Companies carry out the Business, in particular with Laws concerning data protection, health, safety and labor and (iii) all orders, decrees, or rulings of, or restrictions imposed by, any judicial, governmental or regulatory body or agency (collectively “Administrative Orders”) in all jurisdictions where the Target Group Companies carry out the Business. No material non-compliance with the Permits, with applicable Laws or with any Administrative Order has been alleged or threatened against Sellers or the Target Group Companies in writing or, to Sellers’ Best Knowledge, orally.
Compliance with Permits and Laws. To the Seller’s Knowledge the Acquired Company is and has been in all material respects in compliance with the Permits, including any ancillary provisions (Nebenbe-stimmungen) thereto, and with all applicable laws and regulations of any jurisdiction (other than Environmental Laws) and all orders, decrees, or rulings of, or restrictions imposed by, any Governmental Authority (collectively “Administrative Orders”) in all relevant jurisdictions. No non-compliance with the Permits, with applicable laws and regulations or with any Administrative Order has been alleged during the last three years prior to the Closing Date and there are to the Seller’s Knowledge no circumstances which would reasonably justify such allegations.
Compliance with Permits and Laws. Except as disclosed in Disclosure Schedule 9.4.2 or where the failure to comply would not have a Material Adverse Effect, each Group Company is in compliance with applicable laws and the Permits (as in effect, enforced and interpreted on the Signing Date) in the jurisdictions under which such Group Company is organized or conducts business. No Group Company has received any written notice from a Governmental Authority of any material failure to comply with any applicable law or the terms of any Permit except as disclosed in Disclosure Schedule 9.4.2. No Permits will be subject to suspension, material modification, revocation or non-renewal as a result of the execution and delivery of this Agreement by Sellers, or the performance by Sellers of the transactions contemplated hereby. No material consent of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to the Group Companies in connection with (A) the execution of this Agreement by Sellers and the performance by Sellers of the transactions contemplated hereby or (B) the ownership by Purchaser and its Affiliates of the Group Companies following the Closing, other than those specifically enumerated herein. The representations contained in this Section 9.4.2 shall not apply to any laws or Permits relating to Real Property, Intellectual Property, rights, Litigation and Products Liability issues, Environmental Matters or Tax matters, which shall be exclusively governed by Sections 9.7, 9.8, 9.13, 9.14, 9.15 and 12.
Compliance with Permits and Laws. (a) Each of the Sellers has all material permits, subdivision approvals, variances, licenses, franchises and other governmental authorizations, consents and approvals (other than with respect to Environmental Laws which are addressed in Section 5.10) (collectively, “Permits”) necessary to operate its respective businesses as presently conducted. Except as set forth in Schedule 5.15(a), no Seller has received any notification that it or the Site is in material violation of any Permits or Laws applicable to it or the Acquired Assets. Each Seller and the Site is in material compliance with all Permits and Laws applicable to it or the Acquired Assets.
(b) Schedule 5.15(b) lists all Permits obtained by the Sellers in connection with the ownership or operation of the Wheatland Facility and the Site and all consent orders to which any Seller is subject. The Seller Parties have provided or made available to the Buyers true, correct and complete copies of all Permits and consent orders. All such Permits have become final and nonappealable and, except as would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, are valid and in full force and effect.
Compliance with Permits and Laws. Seller has all Permits (other than -------------------------------- with respect to Environmental Laws, which are addressed in Section 5.10) ------------- necessary to own, operate and maintain the assets used in connection with the Ohio T&D Business as presently conducted, except where the failure to have such Permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller is in material compliance with all Permits and Laws of all Governmental Entities applicable to it with respect to the Ohio T&D Business, including Laws applicable to the Substation Property and other Transferred Easements. Each Permit is in full force and effect and, except as may be required in connection with the transactions contemplated by this Agreement, is not subject to any appeals or further proceedings or to any unsatisfied condition that may allow modification or revocation.
