Fees; License Compliance Sample Clauses

Fees; License Compliance. Each System Seller has paid all franchise, license or other fees and charges which have become due in respect of its business and has made appropriate provision as is required by GAAP for any such fees and charges which have accrued. Except as set forth in the System Seller FCC Schedule, each System Seller has duly secured, as of the date hereof, all necessary permits, licenses, consents and authorizations from, and has filed all required registrations, applications, reports and other documents with, the FCC, and, if applicable, any public utilities commission and other entity exercising jurisdiction over the SMR businesses, radio paging businesses and other radio communications businesses of the System Sellers or the construction or delivery of Systems therefor, as such businesses are currently conducted. Except as set forth on the System Seller FCC Schedule, each System Seller holds the FCC Licenses specified on the System Seller FCC Schedule and, except as set forth on such Schedule, all such FCC Licenses are valid and in full force and effect without conditions except for such conditions as are stated in the FCC License or as are generally applicable to holders of FCC Licenses. Except as set forth in the System Seller FCC Schedule, to the knowledge the System Sellers, no event has occurred and is continuing which could (i) result in the revocation, termination or adverse modification of any FCC License listed on such Schedule or (ii) adversely affect any rights of the Assets Sellers thereunder; except as set forth on such Schedule, the Assets Sellers have no reason to believe and have no knowledge that the SMR Licenses specified on such Schedule will not be renewed in the ordinary course; and each System Seller has sufficient time, materials, equipment, contract rights and other required resources to complete, in a timely fashion and in full, construction of all its respective SMR Systems, radio paging and other radio communications systems listed on the System Seller FCC Schedule in compliance with all applicable technical standards and construction requirements and deadlines. Except as set forth in the System Seller FCC Schedule, the current ownership and operation by the System Sellers of the SMR Systems, radio paging and other radio communications systems comply with the Communications Act of 1934, as amended, and all applicable rules, regulations and policies of the FCC. (e)
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Fees; License Compliance. The Company has paid all material ------------------------ franchise, license or other fees and charges which have become due in respect of its business and has made appropriate provisions as is required by GAAP for any such fees and charges which have accrued. The Company has duly secured all necessary and material permits, licenses, consents and authorizations from and have filed all required and material registrations, applications, reports and other documents with, the appropriate governmental agencies, authorities and commissions and other entities exercising jurisdiction over the business of the Company. All of the Company's licenses, including licenses held through or by affiliated entities, are valid and in full force and effect without conditions except such conditions as are generally applicable to holders of licenses. To the best of the Company's knowledge, no event has occurred and is continuing which could result in the termination, revocation or adverse modification of any license. The Company does not have any reason to believe that its licenses, including licenses held through or by its affiliated entities, will not be renewed in the ordinary course.
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Fees; License Compliance. Each of the Company and the Subsidiary ------------------------ has paid all material franchise, license, or other fees and charges which have become due in respect of its business and has made appropriate provisions as is required by USGAAP for any such fees and charges which have accrued. The Company and the Subsidiary have duly secured all necessary and material permits, licenses, consents and authorizations from and have filed all required and material registrations, applications, reports and other documents with, the appropriate governmental agencies, authorities and commissions and other entities exercising jurisdiction over the business of the Company or the Subsidiary. All of the Company's licenses, including licenses held through or by its Subsidiary or Affiliated Entities, are valid and in full force and effect without conditions except such conditions as are generally applicable to holders of licenses. To the best of the Company's knowledge, no event has occurred and is continuing which could result in the termination, revocation or adverse modification of any license. The Company does not have any reason to believe that its licenses, including licenses held through or by its Subsidiary or Affiliated Entities, will not be renewed in the ordinary course.
Sample 1
Fees; License Compliance. A member of the Arch Group, with respect to periods prior to the date of formation of SPV, and SPV has paid all franchise, license or other fees and charges which have become due in respect of the ownership, operation or use of the Licenses and SPV has made appropriate provision as is required by GAAP, consistently applied, for any such fees and charges which have accrued, except where the failure to make such payments would not have an adverse effect upon the (i) Purchased Assets or (ii) ability of Arch, PageNet SMR, SPV Holdings or SPV to consummate the transactions contemplated by this Agreement. A member of the Arch Group, with respect to periods prior to the date of formation of SPV, and SPV have duly secured all necessary permits, licenses, consents and authorizations from, and has filed all required registrations, applications, reports and other documents with, the FCC, except where the failure to secure or file would not have an adverse effect upon the (i) Purchased Assets or (ii) ability of Arch, PageNet SMR, SPV Holdings or SPV to consummate the transactions contemplated by this Agreement. As of the Signing Date, PageNet SMR, and as of the Funding Date and Closing Date and each Subsequent Closing, SPV holds the Licenses (except to the extent such Licenses are conveyed to Nextel pursuant to this Agreement) and all of the Licenses are valid and in full force and effect without conditions except for such conditions as are stated on any such License or as are generally applicable to holders of 900 MHz or 800 MHz licenses. Except for FCC rules, policies or waivers of general applicability to all licensees of SMR Licenses, none of PageNet SMR, SPV Holdings or SPV is subject to any agreement, FCC waiver or otherwise applicable regulations encumbering or limiting the use of any License. No event has occurred and is continuing which would reasonably be expected to (i) result in the revocation, termination or adverse modification of any of the Licenses, or (ii) adversely affect any rights of PageNet SMR, SPV Holdings or SPV thereunder. Arch, PageNet SMR and SPV have no reason to believe and no Knowledge that any of the Licenses will not be renewed in the ordinary course. PageNet SMR, SPV Holdings and SPV have sufficient time, materials, equipment, contract rights and other required resources to complete, in a timely fashion and in full, construction of all the SMR Systems associated with the Licenses in compliance with all applicable technical standards an...
Sample 1

Related to Fees; License Compliance

  • FDA Compliance The Company: (A) is and at all times has been in material compliance with all statutes, rules or regulations of the FDA and other comparable governmental entities applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product under development, manufactured or distributed by the Company (“Applicable Laws”); (B) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other correspondence or notice from the FDA or any governmental entity alleging or asserting material noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, exemptions, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and the Company is not in material violation of any term of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from the FDA or any governmental entity or third party alleging that any product operation or activity is in material violation of any Applicable Laws or Authorizations and has no knowledge that the FDA or any governmental entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that the FDA or any governmental entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any material Authorizations and has no knowledge that the FDA or any governmental entity is considering such action; and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were corrected or supplemented by a subsequent submission).

  • Health Care Compliance Neither the Company nor any Affiliate has, prior to the Effective Time and in any material respect, violated any of the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of the Health Insurance Portability and Accountability Act of 1996, the requirements of the Women's Health and Cancer Rights Act of 1998, the requirements of the Newborns' and Mothers' Health Protection Act of 1996, or any amendment to each such act, or any similar provisions of state law applicable to its Employees.

  • ISRA Compliance (a) Tenant shall, at Tenant’s own expense, comply with the Industrial Site Recovery Act, N.J.

  • Ongoing Compliance (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (or any document to be filed with the Commission and incorporated by reference therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Pricing Disclosure Package (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

  • CRA Compliance Neither Buyer nor any Buyer Subsidiary has received any notice of non-compliance with the applicable provisions of the CRA and the regulations promulgated thereunder. As of the date hereof, Buyer’s and each Buyer Subsidiary’s most recent examination rating under the CRA was “satisfactory” or better. Buyer knows of no fact or circumstance or set of facts or circumstances which would be reasonably likely to cause Buyer or any Buyer Subsidiary to receive any notice of non-compliance with such provisions of the CRA or cause the CRA rating of Buyer or any Buyer Subsidiary to decrease below the “satisfactory” level.

  • Healthcare Compliance 10 (v) Fraud and Abuse................................................11 (w)

  • AML Compliance The Dealer Manager represents to the Company that it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA Conduct Rules, Exchange Act Regulations and the USA PATRIOT Act, specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act,” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. The Dealer Manager further represents that it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and the Dealer Manager hereby covenants to remain in compliance with such requirements and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification (a) its AML Program is consistent with the AML Rules and (b) it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act.

  • HSR Compliance The applicable waiting period under the HSR Act shall have expired or been terminated.

  • FCPA Compliance The Company has not and, to the best of the Company’s knowledge, none of its employees or agents at any time during the last five years have (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

  • ADA Compliance If necessary, as of the Closing Date, Borrower shall be in compliance with the Americans with Disabilities Act of 1990 ("ADA"), or, if any renovations of Borrower's facilities or modifications of Borrower's employment practices shall be required to bring them into compliance with the ADA, review and approval by FINOVA of Borrower's proposed plan to come into such compliance. Borrower shall deliver representations and warranties to FINOVA concerning Borrower's compliance with the ADA, and no evidence shall have come to the attention of FINOVA indicating that Borrower is not in compliance with the ADA (except to the extent that FINOVA has reviewed and approved Borrower's plan to come into compliance).

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