Governmental Licenses and Permits. (a) Excluding Environmental Permits (which are covered in Section 3.11), each of the Companies holds all material governmental qualifications, registrations, filings, licenses, permits, orders, approvals or authorizations necessary to conduct its respective business and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement (collectively, the "Material Permits").
(b) All Material Permits are valid and in full force and effect in all material respects. Except as set forth in Schedule 3.10(b) and excluding Environmental Permits (which are covered in Section 3.11), none of the Companies is in default or violation of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respect, (ii) none of the Companies currently is the subject of any pending or, to the Knowledge of Seller, threatened Action seeking the revocation, suspension, non-renewal, termination, modification or impairment, in any material respect, of any Material Permit, and (iii) to the Knowledge of Seller, there is no existing condition of any of the Companies, nor has any of the Companies received any notice from any Governmental Authority of any fact or condition, which, if left uncured, would result in the revocation, limitation, suspension or non-renewal of any Material Permit, except where such revocation, limitation, suspension or non-renewal, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none of the Companies are operating under a Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04, none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification as a result of the consummation of the transactions contemplated hereby, except where such revocation, limitatio...
Governmental Licenses and Permits. (a) Excluding Environmental Permits (which are covered solely in Section 3.11), and except as has not had and would not reasonably be expected to result in material liability to the Business, the Sellers hold all governmental qualifications, registrations, filings, privileges, franchises, licenses, permits, approvals or authorizations that are required for the operation of the Transferred Assets or the Business as conducted by the Sellers (collectively, “Material Permits”).
(b) Excluding Environmental Permits (which are covered solely in Section 3.11), none of the Sellers is in default under or violation of any of the Material Permits in any material respect or has Knowledge of any facts, conditions or circumstances that would reasonably be expected to result in the suspension or revocation of, or prevent the renewal of, any such Material Permits.
Governmental Licenses and Permits. Schedule 5.18 hereto contains a complete listing of all material Governmental Licenses held or used by the Company in the conduct of the Business. The Company owns or possesses all right, title and interest in and to all material Governmental Licenses that are necessary to own and operate the Business as presently conducted. Each such Governmental License has been duly obtained, is valid and in full force and effect and is not subject to any Proceeding to revoke, cancel, modify, limit, restrict or declare such Governmental License invalid. The Company is in material compliance with the terms and conditions of such Governmental Licenses and has not received any written notices of the violation of any of the terms or conditions of such Governmental Licenses. The consummation of the transactions contemplated hereby will not, and no event has occurred or circumstance exists that may (with or without the giving of notice or the passage of time or both or otherwise) (i) constitute or result, directly or indirectly in a material violation of or a failure to comply with any term or requirement of any material Governmental License, or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental License. All applications required to have been filed for the continued validity or renewal of any Governmental License have been duly filed on a timely basis with the appropriate Governmental Agency or other Person, and all other filings required to have been made with respect to the Governmental License have been duly made on a timely basis with the appropriate Governmental Agency or other Person, except, in each case, as would not have a Material Adverse Effect.
Governmental Licenses and Permits. (a) This Section 5.11 does not address employment and employee benefits matters (which are covered in Section 5.16) and Taxes (which are covered by the Tax Matters Agreement). Each of the Comcast Transferors and the Contributed Comcast Subsidiaries is in compliance in all material respects with all Laws applicable to the ownership of their respective assets and properties and the operation of the Contributed Comcast Businesses, and since January 1, 2008, no Comcast Transferor or Contributed Comcast Subsidiary has received any notice from any Governmental Authority alleging any material conflict with, material violation or breach of or material default under any such Law.
(b) Each of the Comcast Transferors and Contributed Comcast Subsidiaries has all permits, licenses, permissions, franchises, and amendments thereto, from any Governmental Authority (including FCC Licenses) necessary for the ownership and operation of the Contributed Comcast Businesses (the “Comcast Licenses”). Each of the Comcast Transferors and Contributed Comcast Subsidiaries is in compliance in all material respects with the terms of the Comcast Licenses, and no Comcast Transferors or Contributed Comcast Subsidiaries have received any notice from any Governmental Authority alleging any material conflict with or violation or breach of any Comcast License.
(c) Section 5.11(c) of the Comcast Disclosure Letter sets forth a complete list of the material FCC Licenses held by the Comcast Transferors and Contributed Comcast Subsidiaries (the “Comcast FCC Licenses”) currently in effect and all applications pending before any Governmental Authority with respect to the Comcast FCC Licenses. The Comcast FCC Licenses are in full force and effect and are not subject to any restrictions or conditions other than those affecting such type of Comcast FCC License generally. The Comcast Transferors and Contributed Comcast Subsidiaries have filed all reports, notifications and filings with the FCC necessary to maintain all Comcast FCC Licenses in full force and effect, have timely paid all FCC regulatory fees with respect thereto and, to the Knowledge of Comcast, there are no facts, events or conditions based upon which the FCC might reasonably be expected to revoke, suspend, cancel, rescind, terminate, require the disposition of, or fail to renew any of the Comcast FCC Licenses or fail to grant any pending Comcast FCC application or petition for a Comcast FCC License. The Comcast Transferors and Contribute...
Governmental Licenses and Permits. Seller and its Subsidiaries, in the aggregate, hold all Permits that are necessary to own, lease or operate the assets or properties of the Business and for the operation of the Business as currently operated, except where the failure to hold such Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except for such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect all such Permits held by Seller and its Subsidiaries are in full force and effect and, to the Knowledge of Seller, there has occurred no material violation of, default under or event, or written notice of any material violation, default under or event, giving to others any right of revocation, non- renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, any such Permit, nor would any such revocation, non-renewal, adverse modification or cancellation result from the consummation of the transactions contemplated hereby or by the Ancillary Agreements.
Governmental Licenses and Permits. (a) Excluding Environmental Permits (which are covered solely in Section 4.11), and except as has not had and would not reasonably be expected to result in material liability to the CCBCC Business, the CCBCC Parties hold all governmental qualifications, registrations, filings, privileges, franchises, licenses, permits, approvals or authorizations that are required for the operation of the CCBCC Transferred Assets or the CCBCC Business as conducted by the CCBCC Parties (collectively, “CCBCC Material Permits”).
(b) Excluding Environmental Permits (which are covered solely in Section 4.11), none of the CCBCC Parties is in default under or violation of any of the CCBCC Material Permits in any material respect and, to the Knowledge of the CCBCC Parties, there are no facts, conditions or circumstances that would reasonably be expected to result in the suspension or revocation of, or prevent the renewal of, any such CCBCC Material Permits.
Governmental Licenses and Permits. 16 4.13 Employees......................................................17 4.14 ERISA..........................................................17 4.15 Affiliate Transactions.........................................18 4.16
Governmental Licenses and Permits. The "Permits Schedule" --------------------------------- ---------------- attached hereto contains a complete listing and summary description of all permits, licenses, certificates, approvals and other authorizations of any governmental entity or any department, agency or political subdivision thereof, or other similar rights (collectively, the "Licenses") owned or possessed by the Seller or any of its Subsidiaries or -------- used by it in the conduct of its businesses. Except as indicated on the Permits ------- Schedule, the Seller and each of its Subsidiaries own or possess all right, -------- title and interest in and to all of the Licenses that are necessary to conduct their businesses as presently conducted, including, without limitation, all such Licenses required under any federal, state or local law relating to public health and safety, employee health and safety, pollution or protection of the environment. To its knowledge the Seller and each of its Subsidiaries are in compliance with the terms and conditions of such Licenses and have received no notices that they are in violation of any of the terms or conditions of such Licenses. The Seller and each of its Subsidiaries have taken all action necessary to maintain such Licenses. No loss or expiration of any such License is threatened, pending or reasonably foreseeable other than expiration in accordance with the terms thereof. Except as indicated on the Permits Schedule, ---------------- all of the Licenses shall survive the transactions contemplated hereby.
Governmental Licenses and Permits. (a) Each of the Acquired Companies (and, to the extent relating to the FSS Business, each of the Asset Sellers and PTC) owns, holds or possesses all material governmental qualifications, registrations, licenses, permits or authorizations that are necessary for it to conduct the FSS Business and to own or use its assets and properties (other than the Excluded Assets), as such FSS Business, assets and properties are conducted, owned and used on the date hereof (collectively, the “Permits”).
(b) Except as set forth in Section 3.17(b) of the Seller Disclosure Letter, (i) all Permits are valid and in full force and effect in accordance with their terms,
Governmental Licenses and Permits. (a) Seller holds all governmental qualifications, registrations, filings, privileges, franchises, licenses, permits, approvals or authorizations, including Pharmacy Approvals that are necessary for the operation of business at the Acquired Stores and the Distribution Center as conducted on the date of this Agreement (“Permits”), except for those the absence of which has not had and would not reasonably be expected to have, a Material Adverse Effect (collectively, “Material Permits”).
(b) During the 24 months immediately preceding the date of this Agreement, neither Seller nor any of Seller’s Affiliates (with respect to the Acquired Stores) has received written notice of any Action relating to the revocation or modification of any of the Material Permits. As of the date of this Agreement, no outstanding material violations are or have been recorded in respect of any of the Material Permits.
