Governmental Authorizations; Licenses; Etc. Except as set forth on Schedule 4.10, the business of each of Parent and its Subsidiaries is now and has been at all times since January 1, 2005 operated in compliance with all applicable Legal Requirements, except where failure to so comply has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been since the effective date thereof, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. Except as set forth on Schedule 4.10, each of Parent and its Subsidiaries has all permits, licenses, approvals, certificates, Governmental Authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth on Schedule 4.10, all such permits, licenses, approvals, certificates and Governmental Authorizations are in full force and effect. Except as set forth on Schedule 4.10, there is no action, audit, case, proceeding or investigation pending or, to Parent’s Knowledge, threatened in writing by any Governmental Authority with respect to (i) any alleged violation by Parent or any of its Subsidiaries of any Legal Requirement, (ii) any alleged failure by Parent or any of its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of Parent and its Subsidiaries or (iii) any change or amendment to the permits, licenses, approvals, certifications or other authorizations which would impair the ability of Parent and/or its Subsidiaries to operate in the normal course, in each case except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes (which are the subject of Section 4.12), Employee Matters (which are the subject of Section 4.13) or Employee Benefit Plans (which are the subject of Section 4.14).
Governmental Authorizations; Licenses; Etc. Except as disclosed in Schedule 2.8, the business of each of the Company and its Subsidiaries has been operated in compliance with Applicable Laws (excluding Environmental Laws which are specifically covered in Section 2.12), except for violations which would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company and its Subsidiaries. Except as disclosed in Schedule 2.8, each of the Company and its Subsidiaries has all permits, licenses, approvals, certificates and other authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of their respective businesses as currently conducted, except for where the failure to possess such permits, licenses, approvals, certificates or authorizations or to make such notifications, registrations, certifications and filings would not, individually or in the aggregate,
have a Material Adverse Effect with respect to the Company and its Subsidiaries. Except as disclosed in Schedule 2.8, there is no action, lawsuit, claim, investigation, case or proceeding pending or, to the Company's best knowledge, threatened by any Governmental Authority with respect to: (a) any violation or alleged violation by the Company, any of its Subsidiaries or any of their respective Affiliates of any Applicable Law; or (b) any failure or alleged failure by the Company, any of its Subsidiaries or any of their respective Affiliates to have any permit, license, approval, certification or other authorization required in connection with the operation of its business.
Governmental Authorizations; Licenses; Etc. Except as disclosed in Schedule 2.9, the business of each of the Company and mmTech has been operated in compliance with applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all governmental authorities (excluding Environmental Laws which are specifically covered in Section 2.13 hereof), except for violations which, individually or in the aggregate, would not result in a Material Adverse Change. Except as disclosed in Schedule 2.9, each of the Company and mmTech has all permits, licenses, approvals, certificates and other authorizations, and has made all notifications, registrations, certifications and filings with all governmental authorities, necessary or advisable for the operation of their respective businesses as currently conducted. Except as disclosed in Schedule 2.9, to the Company's best knowledge there is no action, case or proceeding pending or overtly threatened by any governmental authority with respect to (i) any alleged violation by the Company, mmTech or their respective affiliates of any law, rule, regulation, code, ordinance, order, policy or guideline of any governmental authority, or (ii) any alleged failure by the Company, mmTech or their respective affiliates to have any permit, license, approval, certification or other authorization required in connection with the operation of its business.
Governmental Authorizations; Licenses; Etc. Except as set forth in Schedule 3.8, the business of each of the Company and its Subsidiaries has been operated in compliance with all applicable laws, rules, regulations, codes, ordinances and orders of all Governmental Authorities. Except as set forth in Schedule 3.8 (and for licenses for Intellectual Property Rights), each of the Company and its Subsidiaries has all permits, licenses, approvals, certificates and other authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary for the operation of its business as currently conducted. Except as set forth in Schedule 3.8, as of the date hereof, there is no action, case or proceeding pending or, to the Company’s Knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by the Company or its Subsidiaries of any statute, law, rule, regulation, code, ordinance or order of any Governmental Authority, or (ii) any alleged failure by the Company or its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of each of the Company and its Subsidiaries.
Governmental Authorizations; Licenses; Etc. Except as set forth in SCHEDULE 3.8, the business of each of the Company and its Subsidiaries has been operated in compliance, in all material respects, with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities and, without limiting the generality of the foregoing, none of the Company and the Subsidiaries or any of their respective officers, directors, employees or agents or other Persons acting on behalf of any of them have used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. Except as set forth in SCHEDULE 3.8, each of the Company and the Subsidiaries has, and after giving effect to the Merger and the other transactions contemplated by the Merger Documents, will continue to have, all permits, licenses, approvals, certificates and other authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted. Except as set forth in SCHEDULE 3.8, there is no action, case or proceeding pending or, to the Company's Knowledge and the Sellers' Knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by the Company or its Affiliates of any statute, law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (ii) any alleged failure by the Company or its Affiliates to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of each of the Company and the Subsidiaries.
Governmental Authorizations; Licenses; Etc. The Seller has at all times operated in compliance with all applicable Laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities and no written claims have been filed against, and no notices have been received by, the Seller alleging a violation of any such Laws, rules, regulations, codes, ordinances, orders, policies or guidelines. The Seller has all Business Permits relating to the Business and Business Assets, necessary or advisable for the operation of the Business and/or use of the Business Assets as currently conducted by the Seller. There is no action, case or proceeding pending or, to the Knowledge of the Seller, threatened by any Governmental Authority with respect to (i) any alleged violation by the Seller (or an employee or agent of the Seller) or their Affiliates of any Law or (ii) any alleged failure by the Seller (or an employee or agent of the Seller) or their Affiliates to have any required in connection with the operation of the Business or use of the Business Assets. No notice of any violation of such laws has been received by the Seller or any Affiliate of the Seller and neither the Seller, any such Affiliate nor has any member of Seller received any notice that the services furnished by the Business are not in compliance with, or do not meet the standards of, all applicable Laws. Section 2.20 of the Disclosure Schedules sets forth a true and complete list of all Business Permits. Such Business Permits are in full force and effect and the Seller has not received any notification of the suspension or cancellation of any thereof. All reports and returns required by Law to be filed by the Seller in connection with the Business or Assets with any Governmental Authority on or before the date hereof have been timely filed and were, when filed, and currently are true, accurate and complete. Section 2.20 of the Disclosure Schedules lists all of the Business Permits possessed by the Seller which, in accordance with applicable Law, the Purchaser is required to notify, obtain the consent of or otherwise amend the Seller’s filings, application or other paperwork with the issuing Governmental Authority prior to the consummation of the transactions contemplated hereby.
Governmental Authorizations; Licenses; Etc. The IFC Business has been operated in compliance in all material respects with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities. IFC has and has made all notifications, registrations, certifications and filings with all Governmental Authorities with respect to Governmental Licenses necessary or, to its knowledge, advisable for the operation of the IFC Business as currently conducted by IFC. As of the date of this Agreement, there is no action, case or proceeding pending or, to IFC's knowledge, overtly threatened by any Governmental Authority with respect to (i) any alleged violation by IFC of any law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (ii) any alleged failure by IFC to have any Government License required in connection with the operation of the IFC Business. As of the date of this Agreement, no notice of any violation of such laws has been received by IFC which, to IFC's knowledge, has not been cured in all material respects.
Governmental Authorizations; Licenses; Etc. Except as disclosed on Schedule 1.1(iv), the Telecapital Business has been operated in compliance in all material respects with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities. Telecapital has and has made in all material respects all notifications, registrations, certifications and filings with all Governmental Authorities with respect to all Governmental Licenses necessary or, to its knowledge, advisable for the operation of the Telecapital Business as currently conducted by Telecapital. As of the date of this Agreement, there is no action, case or proceeding pending or, to Telecapital's knowledge, overtly threatened by any Governmental Authority with respect to (i) any alleged violation by Telecapital of any law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (ii) any alleged failure by Telecapital to have any permit, license, approval, certification or other authorization required in connection with the operation of the Telecapital Business. As of the date of this Agreement, no notice of any violation of such laws has been received by Telecapital which, to Telecapital's knowledge, has not been cured in all material respects.
Governmental Authorizations; Licenses; Etc. Except as set forth in SCHEDULE 3.8.1, the business of each member of the AVEX Group has been operated in compliance, in all material respects, with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities, except where the failure to comply would not have a Material Adverse Effect. Except as set forth in SCHEDULE 3.8.2, each member of the AVEX Group has, and after giving effect to the transactions contemplated by this Agreement, will continue to have, all material permits, licenses, approvals, certificates and other authorizations and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary for the operation of its business as currently conducted. Except as set forth in SCHEDULE 3.8.3 there is no action, case, investigation or proceeding pending or, to the knowledge of Seller, threatened by any Governmental Authority with respect to (i) any alleged violation by any of the AVEX Group of any statute, law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (ii) any alleged failure by any of the AVEX Group to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of each of AVEX, Kilbride Holdings and their Subsidiaries (A) which, if determined adversely to any of the AVEX Group, would reasonably be expected to result in a Material Adverse Effect, or (B) seeking to enjoin the transactions contemplated hereby.
Governmental Authorizations; Licenses; Etc. Except as set forth in Schedule 3.8, the business of each of the Company and its Subsidiaries has been operated in compliance in all material respects with all material applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities, including, without limitation, with respect to the payment and collection of duties, customs and tariffs. Except as set forth on Schedule 3.8 (and for licenses for Intellectual Property Rights), each of the Company and its Subsidiaries has all material permits, licenses, approvals, certificates and other authorizations, and has made all material notifications, registrations, certifications and filings with all Governmental Authorities, necessary for the operation of its business as currently conducted. Except as set forth on Schedule 3.8, there is no action, claim, charge, case or proceeding pending or, to the Company’s Knowledge, threatened, and to the Company’s Knowledge, there is no investigation pending or threatened, by any Governmental Authority with respect to (i) any alleged material violation by the Company or its Affiliates of any material statute, law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (ii) any alleged failure by the Company or its Affiliates to have any material permit, license, approval, certification or other authorization required in connection with the operation of the business of each of the Company and its Subsidiaries.
