Governmental Authorizations; Compliance with Law. (a) Except as set forth in Section 4.10(a) of the Company Disclosure Schedule, each of the Company and its Subsidiaries is, and since January 1, 2008 has been, in compliance with all Laws applicable to its business or operations and has not received any written notice of any default or violation of such Laws, in each case except for instances of noncompliance that would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.10(a) of the Company Disclosure Schedule, each of the Company and its Subsidiaries has in effect all approvals, authorizations, registrations, licenses, exemptions, permits and consents of Governmental Entities (collectively, “Authorizations”) necessary for it to conduct its business as presently conducted, except for such Authorizations the absence of which would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received notice that any Authorizations will be terminated or modified, are threatened with suspension, or cannot be renewed in the ordinary course of business consistent with past practice, and to the Knowledge of the Company, there is no reasonable basis for any such termination, modification, suspension or nonrenewal, except as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. This Section 4.10(a) does not relate to the SEC Documents, financial statements or disclosure controls and procedures, which are the subject of Section 4.06, environmental matters, which are the subject of Section 4.10(b), employee benefit matters, which are the subject of Section 4.12, labor matters, which are the subject of Section 4.13, Taxes, which are the subject of Section 4.14 or healthcare matters, which are the subject of Section 4.18.
Governmental Authorizations; Compliance with Law. Southampton (i) holds all material Governmental Authorizations necessary for the conduct of the Business (including, for the avoidance of doubt, the operation of the Southampton Plant), and all such material Governmental Authorizations are in full force and effect; (ii) is in compliance in all material respects with all such Governmental Authorizations and all applicable Laws and (iii) has not received written notification from any applicable Governmental Entity that it is not in compliance with any applicable Laws.
Governmental Authorizations; Compliance with Law. (a) Schedule 3.10(a)(i) contains a true and complete list of all material Governmental Authorizations and pending applications for material Governmental Authorizations currently required or used in the operation of the Company Business, and Seller has made available to Buyer true and complete copies of all such Governmental Authorizations. Except as otherwise set forth on Schedule 3.10(a)(ii), (A) the Company holds all material Governmental Authorizations necessary for the conduct of its business as presently conducted; (B) the Company is in material compliance with all such Governmental Authorizations (including those set forth on Schedule 3.10(a)(i)); (C) to the Knowledge of Seller each such material Governmental Authorization (including those set forth on Schedule 3.10(a)(i)) is valid, binding and in full force and effect; (D) neither Seller nor the Company has received any written notice that the Company is in default (or with the giving of notice or lapse of time or both, would be in default) under any such material Governmental Authorization (including those set forth on Schedule 3.10(a)(i)); and (E) neither Seller nor the Company has received any written notice that any such material Governmental Authorization (including those set forth on Schedule 3.10(a)(i)) may be issued, renewed, modified or revoked on terms or conditions other than those currently in effect.
Governmental Authorizations; Compliance with Law. Except as otherwise set forth in the Seller's Disclosure Schedule, the Company holds all licenses, permits and other governmental authorizations material to the Company's Business as presently conducted and the Company is not in violation of any statute, rule, regulation, judgment, order, decree, Permit, concession, franchise, or other governmental authorization or approval applicable to it or to any of its material properties, except for violations which, individually or in the aggregate, would not have a Material Adverse Effect on the Company.
Governmental Authorizations; Compliance with Law. 2. Each Group Company holds and at all times since the Extended Lookback Date, held, all material Permits necessary for the lawful conduct of their respective businesses. The Permits held by the Group Companies as of the date hereof are listed on Schedule 3.13(a) of the Company Disclosure Letter, and each such Permit has been duly obtained and is in full force and effect. Each Group Company is, and since the Extended Lookback Date, has been, in compliance in all material respects with all applicable Permits. Since the Extended Lookback Date, no Group Company has received any written notice of non-compliance or alleged non- compliance with any applicable Permit, except with respect to matters that are not material and have either been resolved or are no longer outstanding. To the Company’s Knowledge, no suspension or cancellation of any Permit is threatened by any Governmental Entity.
Governmental Authorizations; Compliance with Law. 24. All of the material Permits necessary to conduct the business of Parent and its Subsidiaries as currently conducted have been duly obtained and are in full force and effect. Such Permits are listed on Schedule 4.8 of the Parent Disclosure Letter. Except in each case as would not reasonably be likely to be, either individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole, Parent and its Subsidiaries are, and since the Lookback Date, have been in compliance with all applicable Laws and Permits. Since the Lookback Date, none of Parent or its Subsidiaries has received any written notice of any non-compliance with any applicable Law or Permit, except in each case with respect to matters that are not material and have been resolved or are no longer outstanding.
Governmental Authorizations; Compliance with Law. (a) The Company and its Subsidiaries hold all licenses, permits, franchises and other governmental and regulatory authorizations material to the business of the Company and its Subsidiaries as presently conducted (collectively, the “Permits”), including, without limitation, all Permits required by the Federal Aviation Administration, the Joint Aviation Authorities and the Department of Commerce. All such Permits have been duly obtained and are valid and in full force and effect. There is no pending or, to the knowledge of the Company, threatened, judicial or administrative proceeding to revoke, terminate, cancel, suspend or otherwise declare any such Permit invalid. The Company and its Subsidiaries have not violated any such Permits in any material respect. Neither the Company nor any of its Subsidiaries has received any written notice to the effect that, or otherwise has any knowledge that (i) the Company and its Subsidiaries are not currently in compliance with, or are in violation of, any such Permits in any material respect or (ii) subject to obtaining the consents set forth in Schedule 4.2(b), any currently existing circumstances are likely to result in a failure of the Company and its Subsidiaries to comply with, or result in the Company or any Subsidiary being in violation of, any such Permits in any material respect. The consummation of the transactions contemplated by this Agreement, including without limitation, the Merger, will not result in the termination, cancellation, suspension or violation of any Permit.
Governmental Authorizations; Compliance with Law. All Governmental Approvals necessary to conduct the business of the Company and the Company Subsidiaries as currently conducted have been duly obtained or made, are held by the Company or the Company Subsidiaries and are in full force and effect, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and the Company Subsidiaries are in compliance with all Applicable Laws and none of the Company or any of the Company Subsidiaries has received any notice of any violation of any Applicable Law, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or with respect to matters that prior to the date hereof have been resolved or are no longer outstanding. This Section 3.11 does not relate to employee benefits matters, tax matters, or environmental, health and safety matters which are instead the subject of Section 3.9, Section 3.13 and Section 3.16, respectively.
Governmental Authorizations; Compliance with Law. Xxxxxxx (i) holds all material Governmental Authorizations necessary for the conduct of the Business as presently conducted (including, for the avoidance of doubt, the operation of the Xxxxxxx Plant), and all such material Governmental Authorizations are in full force and effect; (ii) is in compliance in all material respects with all such Governmental Authorizations and all applicable Laws and (iii) has not received written notification from any applicable Governmental Entity that it is not in compliance in any material respect with any applicable Laws.
Governmental Authorizations; Compliance with Law. Except as otherwise set forth in Sections 3.8 of the Seller Disclosure Schedules and as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Partnership and the Partnership Subsidiaries holds all Governmental Authorizations necessary for the conduct of their respective businesses as presently conducted; (ii) each of the Partnership and the Partnership Subsidiaries is in compliance with all such Governmental Authorizations and applicable Laws and (iii) to the Knowledge of Seller, neither the Partnership nor any Partnership Subsidiary has received written notification from any applicable Governmental Authority that it is not in compliance with any applicable Laws.
