Governmental Approvals; Compliance with Laws. The Company is in compliance in all respects with all applicable laws and regulations, except where the failure to be in compliance would not have a Material Adverse Effect. The Company has all of the permits, licenses, orders, franchises and other rights and privileges of all federal, state, local or foreign governmental or regulatory bodies necessary for the Company to conduct its business as presently conducted and as contemplated to be conducted, except for those the absence of which would cause a Material Adverse Effect. All such permits, licenses, orders, franchises and other rights and privileges are in full force and effect and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened, and none of such permits, licenses, orders, franchises or other rights and privileges will be affected by the consummation of the transactions contemplated by the Transaction Documents. The Company has never entered into or been subject to any judgment, consent decree, compliance order or administrative order with respect to any aspect of the business, affairs, properties or assets of the Company or received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim from any regulatory agency with respect to any aspect of the business, affairs, properties or assets of the Company. None of the Company, the Company’s officers or directors, or, to the Company’s knowledge, any holders of 5% or more of the Company’s securities:
(a) Filed a petition under the federal bankruptcy laws or any state insolvency law or had a filing against, or had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he or it was a general partner;
(b) Been convicted in a criminal proceeding or been a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(c) Been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (the “CFTC”), or an associated person of any of the for...
Governmental Approvals; Compliance with Laws. Evidence satisfactory to Lender that all Governmental Approvals have been obtained and remain in full force and effect, and that the ownership and operation of the Project is in compliance with all applicable Laws.
Governmental Approvals; Compliance with Laws. Except as disclosed in the Steixxx XXX Reports or for matters that would not reasonably be expected to have a Steixxx Xxxerial Adverse Effect, each of Steixxx xxx Buyer:
(a) is in compliance with all Laws and Orders of any Governmental Authority having jurisdiction over it or the operation of its business;
(b) has all Governmental Approvals that are necessary for to permit it to conduct and operate its business (or portion thereof) in the manner it currently conducts and operates such business and to permit it to own and use its assets in the manner in which it currently owns and uses them; and
(c) is in compliance with all of the terms and requirements of each of its Governmental Approvals and no notice has been received by it, or, to the knowledge of Steixxx, xxy of its employees any notice from any Governmental Authority of its intention to cancel, terminate, suspend or not renew any of those Governmental Approvals
Governmental Approvals; Compliance with Laws. (a) To the Knowledge of the Companies, (i) each of the Companies has received all necessary approvals of any Governmental Entity (including certificates of occupancy, permits and licenses) required in connection with the ownership and operation of each Property, and each Property is being operated and maintained in material compliance with applicable Law, as well as all private covenants and conditions affecting such Property, (ii) each of the Companies has provided Shurgard with true and correct copies of all certificates of occupancy, zoning letters and business licenses affecting any Property which are in the possession of, or reasonably available to, the Companies, and (iii) neither the zoning, nor any other right to construct, use or operate any Property is in any way dependent on or related to any real estate, other than such Property.
(b) To the Knowledge of the Companies, (i) each of the Companies has complied, in all material respects, with all applicable Laws, including Environmental Laws and Occupational Health and Safety Laws, relating to the construction of the improvements on each Property, (ii) none of the Companies has received any notice that any of the Properties does not comply with such Laws, (iii) each of the Companies has complied, in all material respects, with all Orders and other written agreements with any Governmental Entity or private party relating to the construction of the improvements on each Property, and (iv) each of the Properties has been subdivided from contiguous properties and constitutes a separate and distinct tax parcel or parcels on the roles of the applicable taxing authorities.
Governmental Approvals; Compliance with Laws. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect. Each of Holdings and the Borrower (a) is in compliance in all material respects with all laws, statutes, rules, regulations and orders applicable to it and (b) has filed or caused to be filed all material tax returns required to be filed by it and paid or caused to be paid all material taxes required to be paid by it.
Governmental Approvals; Compliance with Laws. Except (i) as disclosed on SCHEDULE 2.11, (ii) for matters that are the subject of the representations and warranties contained in SECTIONS 2.12, 2.21 AND 2.22, or (iii) for matters that would not reasonably be expected to have a Material Adverse Effect with respect to the Mandara Entity in question, each Mandara Entity:
(a) is in compliance with all Laws and Orders of any Governmental Authority having jurisdiction over it or the operation of its Business;
(b) has all Governmental Approvals that are necessary to permit it to conduct and operate the Business (or portion thereof) in the manner it currently conducts and operates such business and to permit it to own and use its assets in the manner in which it currently owns and uses them; and
(c) is in compliance with all of the terms and requirements of each of its Governmental Approvals and no notice has been received by it, or, to the Knowledge of the Sellers, any of its employees any notice from any Governmental Authority of its intention to cancel, terminate, suspend or not renew any of those Governmental Approvals.
Governmental Approvals; Compliance with Laws. Except with respect to Insignificant Matters, the Representing Parties are in compliance in all material respects with all applicable laws and regulations. The Representing Parties are not subject to or regulated by any consumer lending laws. The Representing Parties have all of the permits, licenses, orders, franchises and other rights and privileges of all federal, state, local or foreign governmental or regulatory bodies necessary for the Representing Parties to conduct their businesses as presently conducted and as contemplated to be conducted. All such permits, licenses, orders, franchises and other rights and privileges are in full force and effect and, to the Knowledge of the Representing Parties, no suspension or cancellation of any of them is threatened. None of such permits, licenses, orders, franchises or other rights and privileges will be adversely affected by the consummation of the transactions contemplated by the Purchaser Documents. Except as set forth on Schedule 4.14, the Representing Parties have not within the past five (5) years entered into or been subject to any judgment, consent decree, compliance order or administrative order with respect to any material aspect of the business, affairs, properties or assets of the Representing Parties or received any written request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim from any regulatory agency with respect to any aspect of the business, affairs, properties or assets of the Representing Parties, other than notices or requests for information received in the ordinary course of business.
Governmental Approvals; Compliance with Laws. The Sellers possess all Governmental Approvals, including, without limitation, all Environmental Permits, necessary to operate the Business. All such Governmental Approvals are in full force and effect, the Sellers are in compliance in all material respects with their requirements, and no proceeding is pending or, to the Sellers' Knowledge, threatened to revoke or amend any of them. Schedule 6.23 hereto contains a complete list of all material Governmental Approvals held by the Sellers. The operations of the Business comply in all material respects with all applicable Laws, including, without limitation, all Environmental Laws and export control Laws. None of the Sellers is subject to any investigation, judicial or administrative proceeding, or Order of or by a Governmental Authority.
Governmental Approvals; Compliance with Laws. Governmental Approvals. None
Governmental Approvals; Compliance with Laws. (a) Morningstar and/or its Subsidiaries have received all approvals of governmental authorities (including certificates of occupancy, permits and licenses) required in connection with the ownership and operation of each Property, and except as otherwise disclosed in Section 4.11.4 of the Schedule of Exceptions, each Property has been and is being operated and maintained in compliance with all applicable legal requirements as well as all private covenants and conditions affecting such Property. Morningstar has provided Shurgard with true and correct copies of all certificates of occupancy and other discretionary permits or approvals affecting any Property (i.e., approvals which are not considered ministerial under applicable legal requirements, for example, zoning or use variances, or conditional use permits) in the possession of or reasonably available to Morningstar or its Subsidiaries. Except for conditional use permit requirements and except as otherwise disclosed in Section 4.11.4 of the Schedule of Exceptions, to the Knowledge of Morningstar, in the event that all or any part of the improvements on a Property are destroyed or damaged, zoning laws in effect at the time this representation is made do not prohibit the improvements from being legally reconstructed to their condition prior to such damage or destruction, and thereafter exist for the same use without violating any zoning or other ordinances applicable thereto and without the necessity of obtaining any variances or special permits. Neither the zoning nor any other right to construct, use or operate any Property is in any way dependent on or related to any real estate other than such Property.
(b) Except at set forth in Section 4.11.4 of the Schedule of Exceptions, neither Morningstar nor any of its Subsidiaries has received any notice of a claim that any of the Properties does not comply with, and Morningstar and each of its Subsidiaries has complied with, all laws, ordinances, rules and regulations, including, but not limited to, those relating to environmental, zoning, land use and division, building, fire, health and safety matters, of any government or any agency, body or subdivision thereof bearing on the construction of the improvements on each Property and on the operation, ownership or use of the Properties. Morningstar and each of its Subsidiaries has, or by the Closing Date shall have, complied with and completed all requirements and obligations set forth in any agreement with any g...
