Governmental Authorizations; Compliance with Law Sample Clauses

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, 2015 has been, in compliance with all Laws applicable to its business or operations or by which any of its properties or assets are bound and, to the Knowledge of the Company, has not received any written notice of any default or violation of such Laws, in each case except for instances of noncompliance that, individually or in the aggregate, have not had and would not have a Company Material Adverse Effect and, to the Knowledge of the Company otherwise have not resulted and would not result in a Criminal Penalty. 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, individually or in the aggregate, have not had and would not have a Company Material Adverse Effect and, to the Knowledge of the Company, otherwise have not resulted and would not result in a Criminal Penalty. To the Knowledge of the Company, (i) neither the Company nor any of its Subsidiaries has, since January 1, 2015, received written notice that any such Authorizations will be terminated, revoked or modified, are threatened with suspension, or cannot be renewed in the ordinary course of business consistent with past practice, and (ii) there is no reasonable basis for any such termination, modification, suspension or nonrenewal, except, with respect to the foregoing clauses (i) and (ii), as individually or in the aggregate, have not had and would not have a Company Material Adverse Effect and otherwise have not resulted and, to the Knowledge of the Company, would not result in a Criminal Penalty. (b) Except as set forth on Section 4.10(b) of the Company Disclosure Schedule, the Company and its Subsidiaries are, and have been since January 1, 2015, in compliance in all material respects with all applicable Laws relating to (i) the protection and restoration of the environment (including ambient and indoor air, soil, surface water, groundwater and natural resources), (ii) the manufacture, transport, use, treatment, storage, disposal or Release of Hazardous Materials and (iii) the protection of human health and safet...
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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. 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. (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. (b) Except as disclosed in Schedule 3.10(b), the Company is, and since the time of its formation has been, in compliance in all material respects with applicable Laws and Orders of each relevant Governmental Authority. Except as set forth in Schedule 3.10(b), none of Outrigger, the Company, nor its Affiliates has received any written notice from any Person alleging, or any applicable Governmental Authority stating, that it is or has at any time been, in violation of or in default in any material respect under any applicable Law or Order.
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. (b) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its Subsidiaries have not violated and are in compliance with (i) all applicable laws, statutes, ordinances, regulations, rules and orders of every federal, state, local or foreign government and every federal, state, local or foreign court or other governmental or regulatory agency, department, authority, body or instrumentality and (ii) any judgment, decision, decree, requirement or order of any court or governmental or regulatory agency, department, authority, body or instrumentality (collectively, “Laws”), relating to the assets, business or operations of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has received any notice of any failure to comply with, or any notice indicating that any such entity is in violation of, any applicable Law and, to the Company’s knowledge, t...
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. 3. Except in each case as would not reasonably be likely to be, either individually or in the aggregate, material to the Group Companies, taken a whole, each Group Company has since the Extended Lookback Date complied with and is not in default or violation under any Law applicable to such Group Company. Since the Extended Lookback Date, neither any Group Company nor, to the Company’s Knowledge, any other Person, has received any written notice of any non-compliance or alleged non-compliance with any applicable Law, except with respect to matters that are not material and have either been resolved or are no longer outstanding. 4. Except where the actions would not reasonably be likely to be, either individually or in the aggregate, material to the Group Companies, taken as a whole, the Group Companies have, since the Extended Lookback Date, complied with and are not in default or violation under any applicable bylaws, operating rules, regulations and requirements of the National Automated Clearinghouse Association and any applicable payment network, exchange or association, including any ATM networks and payment networks (including VISA, MasterCard/Discover and AMEX). Since the Extended Lookback Date, neither any Group Company nor, to the Company’s Knowledge, any other Person, has received any written notice of any non-compliance or alleged non-compliance with any such bylaws, operating rules, regulations or requirements, except with respect to matters that are not material and have either been resolved or are no longer outstanding. 5. Except for normal examinations conducted ...
Governmental Authorizations; Compliance with Law. 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.
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Governmental Authorizations; Compliance with Law. Except as otherwise set forth on Schedule 3.12, (a) the Acquired Companies hold all material Governmental Authorizations necessary for the conduct of the Company Business as presently conducted or to perform under any Material Contract in accordance with its terms, (b) each Acquired Company is, and has been for the last three years, in material compliance with all such Governmental Authorizations held by such Acquired Company and Laws to which it or its Company Assets are subject and (c) no Acquired Company has received written notification from any applicable Governmental Authority within the last three years that it is not in material compliance with any Laws or any Orders to which it or its Company Assets are subject.
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.
Governmental Authorizations; Compliance with Law. (a) With respect to the Business and the Assets, Seller and its Affiliates are in material compliance with all applicable laws, rules, regulations, judgments, orders, decrees and Permits. Except as set forth on Schedule 4.7(a), there have been no outstanding orders, judgments or decrees issued by, and there has been no receipt by Seller or any Seller Affiliate of any notice alleging any defaults or violations of law from, any Governmental Authority with respect to the Business or the Assets. (b) Seller holds all Permits. Schedule 4.7(b) sets forth a list of all Permits as of the date of this Agreement. (c) Except as set forth on Schedule 4.7(c), there are no pending or, to the knowledge of Seller, threatened, proceedings with any Governmental Authority that may result in the revocation, cancellation or suspension or any modification of any Permit. (d) Except as set forth on Schedule 4.7(d), all of the Permits are assignable and at the Closing will be assigned to Purchaser, and no Consents are required for such assignment. (e) The sale of the Assets and the Business hereunder will not result in a material default under, or the termination of, any Permit.
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