Governmental Authorizations; Regulatory Compliance. All Governmental Authorizations, if any, required to consummate the transactions contemplated by this Agreement shall have been obtained or made, without any limitation, restriction or condition not already applicable to the Transferor Parties being imposed on any Acquiring Party or any of their Affiliates or their ownership or use of any of the Transferred Assets or the conduct or operation of the Business. The Transferor Parties shall have complied with all Regulations applicable to them in connection with the consummation of the transactions contemplated by this Agreement.
Governmental Authorizations; Regulatory Compliance. (a) Part 4.6 of the ReShape Disclosure Schedule identifies: (i) each Governmental Authorization that is held by ReShape and/or any ReShape Affiliate that relates to or is used in the ReShape IGB Business; and (ii) each other Governmental Authorization that is held by any Representative of ReShape or any ReShape Affiliate and relates to or is useful in connection with the ReShape IGB Business. ReShape has delivered to Apollo accurate and complete copies of all of the Governmental Authorizations identified in Part 4.6 of the ReShape Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to be identified in Part 4.6 of the ReShape Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 4.6 of the ReShape Disclosure Schedule: (A) ReShape is and has at all times been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 4.6 of the ReShape Disclosure Schedule; (B) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (x) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 4.6 of the ReShape Disclosure Schedule, or (y) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 4.6 of the ReShape Disclosure Schedule; (C) neither ReShape nor any ReShape Affiliate has ever received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 4.6 of the ReShape Disclosure Schedule, or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 4.6 of the ReShape Disclosure Schedule; and (D) all applications required to have been filed for the renewal of the Governmental Authorizations identified or required to be identified in Part 4.6 of the ReS...
Governmental Authorizations; Regulatory Compliance. (a) Schedule 2.2(f) sets forth a true, accurate and complete list of all Governmental Authorizations held by Seller, which constitute all of the Governmental Authorizations used by Seller to conduct the Business as currently conducted. All such Governmental Authorizations are in full force and effect. Seller owns, holds or possesses all Governmental Authorizations, licenses, franchises, permits, privileges, immunities, approvals, registrations and other authorizations from a Governmental Authority which are necessary to entitle it to own or lease, operate and use its assets and to carry on and conduct the Business as presently conducted, except for such Governmental Authorizations as to which the failure to so own, hold or possess would not reasonably be expected to have a Material Adverse Effect. Complete and correct copies of all of the Governmental Authorizations have heretofore been made available to Buyer on the Datasite.
(b) Except as set forth in Schedule 2.2(f), (i) Seller is not in material violation of any of its obligations under or with respect to any of the Governmental Authorizations, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Authorization or which permits or, after notice or lapse of time or both, would permit revocation, alteration or termination of any such Governmental Authorization, or which is reasonably likely to adversely affect the rights of Seller under any such Governmental Authorization, and (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Authorization, or of any event, condition or state of facts described in the preceding clause, has been received by, or is within the Knowledge of Seller. To Seller’s Knowledge, each of the Governmental Authorizations is legal, valid, subsisting and in full force and effect.
(c) The Acquired Assets include copies of all policies, procedures, plans and protocols currently used by Seller to operate the Business as currently being conducted, and no other policies, procedures, plans and protocols are required under any Law other than those provided under Schedule 2.2(f). Seller has delivered or made available to Buyer on the Datasite correct and complete copies of all such policies, procedures, plans and protocols.