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 set forth in Schedule 3.8, the business of each of the Company and its Subsidiaries is in compliance with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities except for any noncompliance which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.8, 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 its business as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.8, 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, order, policy or guideline 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, except in the case of clauses (i) and (ii) where the alleged violation or the failure to have such permit, license, approval, certification or authorization would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Governmental Authorizations; Licenses; Etc. (a) Except as set forth in Section 3.8(a) of the Company Disclosure Letter, the Company and its business is, and has been since January 1, 2007, in compliance in all material respects with all applicable Laws (including Healthcare Laws and Information Laws) and Permits. Except as set forth in Section 3.8(a) of the Company Disclosure Letter, the Company and its representatives own, hold, possess and lawfully use all material Permits, licenses, approvals, certificates and other authorizations, and have made all material notifications, registrations, certifications and filings with all Governmental Authorities, necessary for the operation of its business. Since January 1, 2007, no written notice has been received by Seller or the Company claiming any material violation of any Law (including any Healthcare Laws or Information Laws) or Permit.
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 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 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,
Governmental Authorizations; Licenses; Etc. Except as disclosed in the SEC Documents or 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 the SEC Documents or 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 the SEC Documents or 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. The Seller has operated its businesses in all material respects in compliance with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities ("Laws"), including but not limited to, those related to: fire, safety, labeling of products, pricing, sales or distribution of products, antitrust, trade regulation, trade practices, sanitation, land use, employment or employment practices, energy and similar laws. To the Seller's Knowledge, the Seller 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 its businesses as currently conducted by the Seller ("Authorizations"). There is no action, case or proceeding pending or, to the Seller's Knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by the Seller or its Affiliates of any Law, or (ii) any alleged failure by the Seller or its Affiliates to have any Authorization required in connection with the operation of its businesses. No notice of any violation of such laws has been received by the Seller or any Affiliate of the Seller and neither the Seller nor any such Affiliate has received any notice that the products manufactured or sold by the Business are not in compliance with, or do not meet the standards of, all applicable laws. Schedule 3.11 sets forth a true and complete list of all Authorizations relating to the Business. Such Authorizations are in full force and effect and the Seller has received no notification of the suspension or cancellation of any thereof.
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.
