Governmental Authorization and Compliance with Laws. Since the Company was organized, its business has been and is strictly limited to acquisition of the Land and construction and equipping of the Hotel. In addition, the Company has been operated at all times in compliance with all laws, orders, regulations, policies and guidelines of all governmental entities (including, without limitation, those relating to building codes and zoning, environmental and safety matters), (ii) the Company has all permits, certificates, licenses, approvals and other authorizations required in connection with the operation of its business as now conducted, such licenses, permits and approvals are in full force and effect, and there is no reason to believe that any such license, permit or approval will be recalled, and (iii) each Interest Owner and the Company have complied in all material respects with all applicable laws, regulations and restrictions relating to the business of the Company.
Governmental Authorization and Compliance with Laws. To the best knowledge of the Company and the Interest Owners, (i) the business of the Company has been operated in compliance with all laws, orders, regulations, policies and guidelines of all governmental entities (including, without limitation, those relating to building codes and zoning, environmental and safety matters), (ii) the Company has all permits, certificates, licenses, approvals and other authorizations required in connection with the operation of its business as now conducted, such licenses, permits and approvals are in full force and effect, and there is no reason to believe that any such license, permit or approval will be recalled, and (iii) each Interest Owner and the Company have complied in all material respects with all applicable laws, regulations and restrictions relating to the business of the Company, including without limitation laws, regulations and restrictions relating to the Employee Plans of the Company.
Governmental Authorization and Compliance with Laws. The business of the Company has been operated in compliance with all laws, ordinances, regulations and orders of all governmental entities, domestic or foreign, except for violations which do not affect and will not affect materially and adversely the business, assets, prospects, condition (financial or otherwise) or the results of operations of the Company or, as the case may be, the Surviving Corporation. The Company has all permits, certificates, licenses, approvals and other authorizations required in connection with the operation of their business, except those the absence of which does not affect and will not affect materially and adversely the business, assets, prospects, condition (financial or otherwise) or the results of operations of the Company or the Surviving Corporation.
Governmental Authorization and Compliance with Laws. All governmental licenses, certificates, permits, and approvals required for the conduct of the Company's business as now conducted are listed on Schedule 4.14. The Company has obtained all such licenses, permits, and approvals and all are in full force and effect. The business of the Station has been operated in compliance with all applicable Laws, orders, regulations, policies, and guidelines of all Governmental Authorities (including, without limitation, those relating to FCC matters and environmental laws and regulations), except for violations of such Laws, orders, regulations, policies, and guidelines which do not affect and cannot reasonably be expected to have a Material Adverse Effect on the Station or the business, financial condition, assets, liabilities, results of operations or cash flows of the Company. The Company has received no notice of, and no investigation or review is pending before, or to the Company's Knowledge threatened by, any Governmental Authority (i) with respect to any alleged violation by the Company of any Law, order, regulation, policy, or guideline of any Governmental Authority related to the operation of the Station, or (ii) with respect to any alleged failure to have all permits, certificates, licenses, approvals, and other authorizations required in connection with the operation of the Station.
Governmental Authorization and Compliance with Laws. The Sellers have complied in a timely manner with all laws and governmental regulations and orders relating to any of the Assets, or applicable to the Business, including, but not limited to, the labor, equal employment opportunity, occupational safety and health, environmental, hazardous or medical waste disposal and antitrust laws, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect. Neither Seller has been charged or received any inquiries, except as set forth in the Disclosure Letter, in or relating to any violations of any state or federal statute or regulation involving fraudulent or abusive practices relating to its reimbursement from third party payors or its participation in state or federally sponsored reimbursement programs, including but not limited to fraudulent billing practices, nor, to the Knowledge of Endeavor or either Seller, has either Seller been investigated for such violations. No significant amount of funds are now or are expected by Endeavor or the Sellers to be withheld by any Medicare carrier, state agency or third party payor, other than pursuant to practices or policies of applicability to multiple parties within the industry.
Governmental Authorization and Compliance with Laws. Except as set forth in Schedule 6.1(j), to the knowledge of the executive officers of the Company, the business of the Company and its Subsidiaries has been operated in compliance with the laws, orders, regulations, policies and guidelines of all governmental entities, including without limitation all applicable immigration laws (including Form I-9 completion and record-keeping), except for violations of such laws, orders, regulations, policies and guidelines which, when considered together, do not constitute criminal acts and do not affect materially and adversely the financial position of the Company and its Subsidiaries considered as a whole. Except as set forth on Schedule 6.1(j), to the knowledge of the Company's executive officers, the Company and its Subsidiaries have all permits, certificates, licenses, approvals and other authorizations required in connection with the operation of their business, except where the failure to obtain any such authorization would not constitute criminal acts and, when taken together with all other such failures, do not affect materially and adversely the financial condition of the Company and its Subsidiaries considered as a whole. Except as set forth in Schedule 6.1(j), no notice has been issued and, to the knowledge of the executive officers of the Company, no investigation or review is pending or is contemplated or threatened by any governmental entity (i) with respect to any alleged violation by the Company or any of its Subsidiaries of any law, order, regulation, policy or guideline of any governmental entity, or (ii) with respect to any alleged failure to have all permits, certificates, licenses, approvals and other authorizations required in connection with the operation of the business of the Company and its Subsidiaries, which in either case will affect materially and adversely the financial condition of the Company and its Subsidiaries considered as a whole.
Governmental Authorization and Compliance with Laws. Offer Documents; Proxy Statement; Other Information . . . .
Governmental Authorization and Compliance with Laws. Except as set forth on Schedule 4.1(j) and except insofar as the failure to do so would not have a Material Adverse Effect, AFC and its Subsidiaries (i) are in compliance with all laws, orders, regulations, policies and guidelines of all Governmental Entities applicable to AFC and its Subsidiaries or their businesses or properties and assets, and (ii) have all permits, certificates, licenses, approvals and other authorizations required in connection with the operation of their businesses. Schedule 4.1(j)(ii) correctly describes each license, franchise, permit or other similar authorization affecting, or relating in any way to the Fibers Business or, with respect to the business, assets, or operations of AFC or any of its Subsidiaries, required by any Environmental Law (as defined below), together with the name of the Governmental Entity issuing such license or permit or requiring such notice (the "Permits") with an indication of which Permits affect or relate in any way to the Fibers Business. Except as set forth on Schedule 4.1(j)(ii), such Permits are valid and in full force and effect, and none of the Permits will be terminated or impaired or become invalid, in whole or in part, as a result of the Merger. As of the date hereof, no notice has been issued and, to the best of AFC's knowledge (as defined below), no investigation or review is pending or is contemplated or threatened by any Governmental Entity (Y) with respect to any alleged violation by AFC or any Subsidiary of any law, order, regulation, policy or guideline of any Governmental Entity, or (Z) with respect to any alleged failure to have all permits, certificates, licenses, approvals and other authorizations required in connection with the operation of the business of AFC and its Subsidiaries. Neither AFC nor any Subsidiary is in violation of any judgment, decree, injunction, ruling or order of Governmental Entity binding on AFC or such Subsidiary the violation of which would have a Material Adverse Effect. As used in this Agreement, the "best of AFC's knowledge" and any other reference to the knowledge of AFC or its officers or directors shall mean the actual knowledge, without independent investigation, of Xxxx X. Xxxxxx, Xxx X. Xxxxxxxx, Xx., Xxxx X. Xxxxxx Xx., Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxxx.
Governmental Authorization and Compliance with Laws. Each of the Company and the Subsidiaries is, and since January 1, 2000 has been, in material compliance with all laws, ordinances, regulations, policies, orders and rules (collectively "Laws") of all Governmental Entities applicable to the Company and the Subsidiaries or their business, properties or assets. Each of the Company and the Subsidiaries holds and has held all material licenses, permits, certificates, franchises, registrations, consents, Authorizations or other rights filed with, granted, issued by, or entered by any Governmental Entity that are required for the conduct of its business as now and then being conducted (collectively, "Company Licenses"). All of the material Company Licenses required for the conduct of the business of the Company and each of the Subsidiaries are valid and in full force and effect, and the terms of the Company Licenses are not subject to any restrictions or conditions that limit or would limit the operations of the business of the Company or the Subsidiaries as presently conducted, other than restrictions or conditions generally applicable to licenses of that type. There are no proceedings pending or, to the Knowledge of the Company, complaints or petitions by others, or threatened proceedings, before any Governmental Entity relating to the Company Licenses.
Governmental Authorization and Compliance with Laws. Except as disclosed on Schedule 3.8, Seller has been and is in compliance with all Laws of all Governmental Entities applicable to Seller or its business, properties or assets. Seller holds all licenses, permits, certificates, franchises, registrations, consents, approvals, Authorizations or other rights filed with, granted, issued by, or entered by any Governmental Entity, that are required for the conduct of its business as now being conducted (collectively, "Seller Licenses"). The Seller Licenses are set forth on Schedule 3.8 and are valid and in full force and effect, and the terms of the Seller Licenses are not subject to any restrictions or conditions that limit or would limit the operations of the business of Seller as presently conducted, other than restrictions or conditions generally applicable to licenses of that type. Except as set forth on Schedule 3.8, there are no proceedings pending or, to the best knowledge of Seller, complaints or petitions by others, or threatened proceedings, before any Governmental Entity relating to the business or operations of Seller or the Seller Licenses, and to the best knowledge of Seller there are no facts or conditions that reasonably could be expected to constitute grounds for any Governmental Entity to revoke, terminate, suspend, deny, annul, or impose conditions on any renewal of the Seller Licenses, or impair the ability of Seller to consummate the transactions contemplated hereby or to impose any fines, forfeitures or other penalties on Seller.
