Governmental Consents and Permits. (a) Except as set forth on Schedule 4.5, the execution, delivery and performance by each of the Loan Parties of the Loan Documents to which they are parties and the consummation of the Transactionstransactions pursuant hereto do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority with respect to a Loan Party, except for (i) filings and recordings with respect to the Collateral to be made, or otherwise delivered to Winston & Xxxxxx LLP, for filing and/or recordation, (ii) filings necessary to maintain perfection of the Collateral, (iii) routine filings related to such Loan Party and the operating of its business, (iv) such filings as may be necessary in connection with Administrative Agent’s or the Lenders’ exercise of remedies hereunder, and (v) such consents and approvals set forth on Schedule 4.5 that have been obtained and remain in full force and effect.
(b) Except as disclosed in Schedule 4.5, each Loan Party has, and is in compliance with, all material Governmental Authorizations required for such Person lawfully to own, lease, manage or operate, or to acquire, each business currently owned, leased, managed or operated, or to be acquired, by such Person and no condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Governmental Authorization, and there is no written claim that any thereof is not in full force and effect, in each case except as would not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Governmental Consents and Permits. All consents, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority on the part of the Company required in connection with the consummation of the transactions contemplated herein shall have been obtained prior to and be effective as of the Closing. The Company holds all licenses, franchises, permits and other government authorizations required to conduct its business (collectively, “Permits”). Section 7.14 of the Disclosure Schedule lists all Permits held by the Company that are required for the conduct of its business, and shall list the effective date and the expiration date for each such Permit. Such Permits are valid, and the Company has not received any notice that any governmental entity intends to cancel, terminate, or not renew any such Permit. The Company is in compliance with all applicable Laws and no past or existing violations of any Law or any agreement with or commitment to any Government Authority, whether disclosed or undisclosed, will have a Material Adverse Effect or will result in partial or total suspension of the businesses of the Company, or cancellation, adverse modification or revocation of any Permit of the Company or any sanction, reprimand, fine or any other actions by any Government Authority.
Governmental Consents and Permits. (i) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of ACADIA is required in connection with the consummation of the transactions contemplated by this Agreement, except for such approvals or consents as may be required under the HSR Act and such other notices required or permitted to be filed with certain state and federal securities commissions after the Effective Date, which notices will be filed on a timely basis.
(ii) ACADIA owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities (including foreign regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to operate its properties and to carry on its business as conducted as of the date hereof, except where the failure to own, possess, obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, business prospects, financial position or results of operations of ACADIA and its Subsidiaries, taken as a whole (“Material Adverse Effect”). ACADIA has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization except where such revocation or modification would not reasonably be expected to have a Material Adverse Effect. ACADIA is in compliance with all laws and regulations relating to the conduct of its business as conducted as of the date hereof, except where noncompliance would not reasonably be expected to have a Material Adverse Effect.
Governmental Consents and Permits. No consent, approval, license (including any applicable liquor or pharmaceutical license), permit, authorization, declaration, filing, registration or other document with any government or regulatory authority is required to be made or obtained by the Merchant in connection with the execution, delivery and performance of this Agreement or the sale, collection, liquidation, designation, license, transfer, assignment, disposition and other monetization of or on account of Assets. Furthermore, to the best of Merchant's knowledge and belief, any consent, approval, license (including any applicable liquor or pharmaceutical license), permit, authorization, declaration, filing, registration or other document with any government or regulatory authority currently held by Merchant or Merchant's estate for use in the sale, collection, liquidation, designation, license, transfer, assignment, disposition and other monetization of or on account of Assets remains valid and in force and effect such that the sale, collection, liquidation, designation, license, transfer, assignment, disposition and other monetization of or on account of Assets may proceed without material interruption, obstacle or hindrance. Finally, Merchant has not received any notice to the effect that, or otherwise been advised that, Merchant is not in compliance with any consent, approval, license (including any applicable liquor or pharmaceutical license), permit, authorization, declaration, filing, registration or other document with any government or regulatory authority, which non-compliance would have the effect of materially interrupting, hindering or creating an obstacle to the sale, collection, liquidation, designation, license, transfer, assignment, disposition and other monetization of or on account of Assets.
Governmental Consents and Permits. No consent, approval, notice, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by the Transaction Documents. The Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it. The Company is not in default in any material respect under any of such franchises, permits, licenses, or other similar authority.
Governmental Consents and Permits. Except for the Order, no consent, approval, license (including any applicable liquor license or pharmaceutical license), permit, authorization, declaration, filing, registration or other document with any government or regulatory authority is required to be made or obtained by the Merchant in connection with the execution, delivery and performance of this Agreement or the sale, collection, liquidation, designation, license, transfer, assignment, disposition and other monetization of or on account of Assets. Furthermore, any consent, approval, license (including any applicable liquor license or pharmaceutical license), permit, authorization, declaration, filing, registration or other document with any government or regulatory authority currently held by Merchant or Merchant’s estate for use in the sale, collection, liquidation, designation, license, transfer, assignment, disposition and other monetization of or on account of Assets remains valid and in force and effect such that the sale, collection, liquidation, designation, license, transfer, assignment, disposition and other monetization of or on account of Assets may proceed without interruption, obstacle or hindrance. Finally, Merchant has not received any notice to the effect that, or otherwise been advised that, Merchant is not in compliance with any consent, approval, license (including any applicable liquor license or pharmaceutical license), permit, authorization, declaration, filing, registration or other document with any government or regulatory authority or is required to obtain any consent, approval, license (including any applicable liquor license), permit or authorization in connection with the sale, collection, liquidation, designation, license, transfer, assignment, disposition and other monetization of or on account of Assets.
Governmental Consents and Permits. Other than the Order and for compliance, if applicable, with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, no consent, approval, license, permit, authorization, declaration, filing, registration or other document with any government or regulatory authority is required to be made or obtained by the Merchant in connection with the execution, delivery and performance of this Agreement or the sale, collection, liquidation, designation, license, transfer, assignment, disposition and other monetization of or on account of Assets. Furthermore, to the best of Merchant’s knowledge and belief, any consent, approval, license, permit, authorization, declaration, filing, registration or other document with any government or regulatory authority currently held by Merchant or Merchant’s estate for use in the sale, collection, liquidation, designation, license, transfer, assignment, disposition and other monetization of or on account of Assets remains valid and in force and effect. Finally, Merchant has not received any notice to the effect that, or otherwise been advised that, Merchant is not in compliance with any consent, approval, license, permit, authorization, declaration, filing, registration or other document with any government or regulatory authority, which non-compliance would have the effect of materially interrupting, hindering or creating an obstacle to the sale, collection, liquidation, designation, license, transfer, assignment, disposition and other monetization of or on account of Assets except for such failures to comply as are not material.
Governmental Consents and Permits. No Approvals by any Governmental Entity are required in connection with the execution or performance of this Agreement by Seller. The Permits listed in Schedule 5.3.1 (a) constitute all the Permits required for the lawful ownership or occupancy of the Purchased Assets and the lawful operation of the Business; and (b) are valid, unimpaired and in full force and effect, are not adversely affected by the Transactions, and may be validly conveyed to Buyer in connection with the Transactions. Seller is not in default or violation of any such Permit. No notice, charge, claim, Proceeding or assertion has been received by Seller or has been filed related to any such Permit. No suspension, cancellation or termination of any such Permit is threatened or imminent. Since January 1, 2000, Seller has not entered into any agreement with, had any dispute with, or, to their Knowledge, been investigated by, any Governmental Agency, community group or other third party.
Governmental Consents and Permits. No consent, approval, notice, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by the Transaction Documents. The Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, and the Company believes it can obtain, without undue burden or expense, any additional franchises, permits, licenses, and any similar authority necessary for the conduct of its business as proposed to be conducted. The Company is not in default in any material respect under any of such franchises, permits, licenses, or other similar authority.
Governmental Consents and Permits. No consent, approval or authorization of, or declaration or filing with, any governmental authority on the part of the Borrower is required for the valid execution and delivery of any of the Transaction Documents or the consummation of the transactions contemplated hereby or thereby. The Borrower has all material permits, licenses, franchises or other governmental authorizations necessary or appropriate to operate its business.
