Governmental Authorizations; Compliance with Laws. (1) Up to the Closing, Parent is currently in compliance with, and has complied with, and Parent has conducted any business previously owned or operated by it in compliance with, all applicable laws, orders, rules and regulations of all Governmental Entities, including applicable Securities Laws and regulations and environmental laws and regulations, except where such noncompliance has and will have, in the aggregate, no Material Adverse Effect on Parent.
Governmental Authorizations; Compliance with Laws. (1) Up to the Closing, RTC is currently and has complied with, and RTC has conducted any business previously owned or operated by it in compliance with, all applicable laws, orders, rules and regulations of all Governmental Entities and agencies, including applicable securities laws and regulations and environmental laws and regulations.
Governmental Authorizations; Compliance with Laws. (a) To the Companies’ knowledge, the Companies have obtained and maintain in full force and effect all material Governmental Authorizations required to substantially conduct the Business of the Companies as it is presently being conducted, and for the lawful ownership, leasing, use and operation of their respective properties and assets, in each case, except for such Governmental Authorizations the failure to have, obtain or maintain are not material to the ability of CCR to perform its obligations hereunder and are not reasonably likely to prohibit or materially restrict or delay the consummation of the transactions contemplated hereby. To the Companies’ knowledge, there has occurred no material violation of or default under any such Governmental Authorization. To the Companies’ knowledge, none of the Companies has received a currently effective written notice, or has knowledge of any other notice, indicating that any such Governmental Authorizations will be revoked or will not be renewed or will only be renewed in a manner that would prohibit or materially restrict the Companies from conducting their material operations in the ordinary course of business consistent with past practice.
Governmental Authorizations; Compliance with Laws. Seller, and the conduct of the Business and ownership and use of the Acquired Assets, are in material compliance with all Legal Requirements. None of the Selling Parties has received during the past five years any written notice to the effect that, or to the knowledge of each of the Selling Parties, otherwise been advised by a Governmental Body, that, Seller is not in compliance with any Legal Requirement. Seller has all Governmental Authorizations and approvals, each of which is currently valid and in full force and effect, material to the conduct of the Business, all of which Governmental Authorizations and approvals are set forth in SCHEDULE 4.11 of the Disclosure Schedule. Without limiting the generality of the preceding representation and warranty, Seller has not (i) made or agreed to make any contribution, payment or gift to any government official, Employee, or agent where either the contribution, payment or gift or the purpose thereof was illegal under the Legal Requirements of any Governmental Body, (ii) established or maintained any unrecorded fund or asset for any purpose or made any false entries on the books and records of Seller for any reason, or (iii) made or agreed to make any contribution, or reimbursed any political gift or contribution made by any other person, to any candidate for, federal, state, local or foreign public office. In addition, Seller (a) has complied with all applicable laws relating to employee and civil rights and relating to employment opportunities, (b) filed in a timely manner all reports and documents it was required to file (and the information contained therein was correct and complete in all respects) under all applicable laws, (c) has possession of all records and documents it was required to retain under all applicable law, and (d) has not violated in any material respect or received a notice or charge asserting any violation of and there are no current, nor have there been any in the past five (5) years, government investigations, including but not limited to any civil investigative demand or similar request, related to the Sxxxxxx Act, the Cxxxxxx Act, the Rxxxxxxx-Xxxxxx Act, the Federal Trade Commission Act, the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except where such violation would not have a Material Adverse Effect.
Governmental Authorizations; Compliance with Laws. Xxxxxxx Mortgage holds, in good standing, all Permits which are necessary to entitle Xxxxxxx Mortgage to own or lease, operate and use its assets and properties and to conduct its Business as now conducted (the “Governmental Authorizations”), each of which are set forth in Schedule 2.5. No notice has been given indicating that Xxxxxxx Mortgage is in violation of or is in default under: (a) any such Permit or any Governmental Authorization; (b) any judgment, order or decree of any court or administrative agency applicable to Xxxxxxx Mortgage, the Business or its assets; or (c) any law, rule or regulation applicable to Xxxxxxx Mortgage, the Business or its assets. As used herein such Permits shall mean all governmental licenses, permits, franchises, approvals, permits and other authorizations of all Governmental Authorities which are necessary to own, lease and operate the Business and to enable Xxxxxxx Mortgage to carry on its Business as presently conducted. All Permits held by Xxxxxxx Mortgage are in full force and effect. Any applications for the renewal of any such Permit which are due prior to the Second Closing Date have been timely made or filed by Xxxxxxx Mortgage prior to the Second Closing Date. Xxxxxxx Mortgage has not received notice of any proceeding for suspension or revocation of, or similar proceedings with respect to, any such Permit and no fact or circumstance exists that could form the basis for any such proceedings. No jurisdiction has demanded or requested that Xxxxxxx Mortgage qualify or become licensed as a foreign corporation. Prior to Second Closing, Seller shall obtain all necessary governmental consents and permissions from each state or governmental agencies or license exemptions and/or registrations listed on Schedule 2.5 to continue conducting Business after Second Closing in all such states under its current licensing and other approvals or license exemptions and/or registrations required for Xxxxxxx Mortgage to be able to function in each such state as a duly licensed residential mortgage lender, and also as a duly licensed residential mortgage broker in each state and as a HUD approved lender in which Xxxxxxx Mortgage is currently licensed or approved as such. The necessary pre-Closing governmental consents and permissions from each state to assure that current licensing and other approvals continues without interruption after the Second Closing are referred to collectively as the “Licensing”. Seller shall cause Seller, Corp...
Governmental Authorizations; Compliance with Laws. (a) The Company and each Subsidiary owns, holds or possesses in its own name, all governmental licenses, franchises, permits, approvals and other governmental authorizations, other than those the absence of which could reasonably be expected to have a Material Adverse Effect (collectively, "GOVERNMENTAL AUTHORIZATIONS"), which are necessary to entitle it to use its corporate name, to own or lease, operate and use its assets and properties and to carry on and conduct its business and operations as presently conducted. All such Governmental Authorizations, and the relevant issuing agency, are listed on SCHEDULE 4.1.10 hereto. Each Governmental Authorization listed on SCHEDULE 4.1.10 is valid, subsisting and in full force and effect and, to the best of the Company's knowledge, no suspension or cancellation of any such Governmental Authorization is pending or threatened and there is no basis for believing that any such Governmental Authorization subject to renewal will not be renewed upon expiration.
Governmental Authorizations; Compliance with Laws. Seller holds the licenses and permits, authorizations, franchises and approvals described on SCHEDULE 4.1.6 attached hereto (the "PERMITS"), and is subject to the orders listed on SCHEDULE 4.1.6 attached hereto, and no other orders, licenses, certificates, permits, authorizations, franchises, approvals or rights issued by any governmental authority, federal, state, local or foreign, are necessary or have been issued, for the lawful operation of the
Governmental Authorizations; Compliance with Laws. To the best of Seller's knowledge, except as set forth on Schedule 3.1.5, Seller has not received written notice that it is in violation of or is in default under: (a) any governmental licenses, franchises, permits, approvals and other governmental authorizations, other than those the absence of which would not have a Material Adverse Effect, which are necessary to entitle Seller to own or lease, operate and use its assets and properties and to conduct its business as now conducted (the "Governmental Authorizations"); (b) any judgment, order or decree of any court or administrative agency applicable to it; or (c) any law, rule or regulation applicable to it; which could reasonably be expected to result in any liability on the part of Seller which would have a Material Adverse Effect.
Governmental Authorizations; Compliance with Laws. To the best of Buyer's knowledge, except as set forth on Schedule 3.2.5, neither Buyer nor Buyer's Parent has received written notice that either of them is in violation of or is in default under: (a) any governmental licenses, franchises, permits, approvals and other governmental authorizations, other than those the absence of which would not have a Material Adverse Effect, which are necessary to entitle Buyer or Buyer's Parent to own or lease, operate and use its assets and properties and to conduct its business as now conducted; (b) any judgment, order or decree of any court or administrative agency applicable to either of them; or (c) any law, rule or regulation applicable to it; which could reasonably be expected to result in any liability on the part of Buyer or Buyer's Parent which would have a material adverse effect representing a material adverse change in the business or financial condition of Buyer or Buyer's Parent.
Governmental Authorizations; Compliance with Laws. The Company owns, holds or possesses in its own name, all Governmental Authorizations (other than those the absence of which could not reasonably be expected to have a Material Adverse Effect) which are necessary to entitle it to use its corporate name, to own or lease, operate and use its assets and properties and to carry on and conduct its business and operations as presently conducted. All such Governmental Authorizations, and the relevant issuing agency, are listed on SCHEDULE 4.11 hereto. Each Governmental Authorization listed on SCHEDULE 4.11 is valid, subsisting and in full force and effect and, to the best of the Company's or the Seller's Knowledge, no suspension or cancellation of any such Governmental Authorization is pending or threatened and there is no basis for believing that any such Governmental Authorization subject to renewal will not be renewed upon expiration. Except as set forth on SCHEDULE 4.11 hereto, the Company is not in violation of or default under any Governmental Authorization, any Legal Requirement applicable to it, which could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.
