Governmental Permits. The Company does, or will prior to the date the Project is Placed in Service, own, hold or possess all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a governmental body which are necessary to entitle it to own or lease, operate and use its assets located at the Project and to carry on and conduct its business at the Project, including, but not limited to, all required permits or licenses from any state or local governmental agencies and any required certifications from local or national boards or agencies indicating that the business of the Project is being conducted lawfully (herein collectively called “Governmental Permits”). The Company has performed its obligations under each Governmental Permit, or will when Governmental Permits are issued, and no event has occurred or condition or state of facts exists which (i) constitutes, or after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit, or (ii) permits, or after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect in any material respect the rights of the Company under any such Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by, or is known to, the Company.
Governmental Permits. The Company owns, holds or possesses -------------------- all material licenses, franchises, permits, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use its assets and to carry on and conduct its business substantially as currently conducted (herein collectively called "Governmental ------------ Permits"). Schedule 4.9 sets forth a list of each Governmental Permit, except ------- ------------ for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Except as set forth in Schedule 4.9, (i) the Company has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respects, 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 material breach or material default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might adversely affect in any material respect the rights of the Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, the Shareholders or the Company; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Body.
Governmental Permits. (a) The Tribune Sub owns, holds, or possesses the Tribune Station FCC Authorizations and all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations which are necessary to entitle it to own or lease, operate and use the Tribune Station Assets and the Tribune Station and to carry on and conduct the Tribune Station Business as currently conducted (herein collectively referred to as "Tribune Station Governmental Permits"), except for such Tribune Station Governmental Permits which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a whole. Schedule 2.9(A)(1) sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station.
(b) Except as set forth in Schedule 2.9(B), the Tribune Sub has fulfilled and performed in all material respects its obligations under each of such Tribune Station Governmental Permits, 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 material breach or material default under any such Tribune Station Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by Tribune. Except as set forth in Schedule 2.9(B), each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, may be assigned and transferred to the Xxxxxxxx Sub in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Government...
Governmental Permits. The Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective business, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.
Governmental Permits. All franchises, approvals, authorizations, -------------------- permits, licenses, easements, registrations, qualifications, leases, variances and similar rights obtained with respect to the Business or Assets from any Governmental Authority, including those set forth on SCHEDULE 5.5.
Governmental Permits. Each of the Partnership Entities has such permits, consents, licenses, franchises, certificates and authorizations of governmental or regulatory authorities (“governmental permits”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, subject to such qualifications set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and except for such governmental permits that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, each of the Partnership Entities is, and at each Delivery Date will be, in compliance with the terms and conditions of, all such governmental permits, except where the failure so to comply would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; and no event has occurred that would prevent the governmental permits from being renewed or reissued or which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any impairment of the rights of the holder of any such governmental permit, except for such non-renewals, non-issuances, revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Governmental Permits. 48 SECTION 19.
Governmental Permits. (a) The Company owns, holds or possesses, and, to the extent so required, each employee of the Company owns, holds or possesses, all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle the Company to engage in the Mortgage Banking Business with respect to loans secured by real estate located in each state listed on Schedule 5.9 (collectively, the “Governmental Permits”), except for Governmental Permits the failure of which to hold could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 5.9 sets forth a list of each material Governmental Permit. Complete and correct copies of all of the material Governmental Permits have heretofore been delivered or made available to Buyer by Seller. The Company is, and since October 1, 2010 has been, and, to the Knowledge of Seller, was during the Prior Period, in compliance with, and no event has occurred which would make the Company unable to comply with, the Applicable Requirements, including eligibility requirements under the Agency Guides, except where such failure or inability to comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth in Schedule 5.9 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and, to the Knowledge of Seller and to the extent so required, each employee of the Company, has fulfilled and performed its obligations under each of the Governmental Permits, 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 Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the rights of the Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is Known to, the Company or Seller; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect and will continue in full force and effect as of and immediately after the Closing, in each case without (x) ...
Governmental Permits. (a) The Company and the Transferred Subsidiaries hold all material governmental qualifications, registrations, filings, licenses, permits, approvals or authorizations issued or granted by Governmental Authorities necessary to conduct the Business and to own or use their respective assets and properties, as such Business, assets and properties are conducted, owned and used, respectively, on the date hereof (collectively, the “Permits”). Section 3.10(a) of the Parent Disclosure Schedule sets forth a list of all the Transferred Subsidiaries and each Permit held by each such Transferred Subsidiary.
(b) All Permits are valid and in full force and effect. Since December 31, 2012, none of the Parent, the Company or any Transferred Subsidiary has received any written notice from a Governmental Authority that alleges (i) any actual or alleged violation of or material noncompliance with any Permit, or (ii) any actual, proposed or potential revocation, withdrawal, suspension, cancellation or termination of, or modification to any Permit. Neither the Company nor any of the Transferred Subsidiaries as of the date hereof, is the subject of any pending or, to the Knowledge of the Parent, threatened in writing Action seeking or contemplating the revocation, suspension, limitation, non-renewal, termination, modification or impairment of any such Permit and the Parent has no Knowledge of any existing fact or circumstance that, individually or in the aggregate (with or without the giving of notice or lapse of time, or both), would be reasonably likely to result in the revocation, suspension, termination, material modification, material limitation, cancellation, involuntary nonrenewal or material impairment of any Permit. Provided that all consents described in Section 3.05 and Section 4.05 have been obtained, no Permit shall be suspended, terminated, modified, limited, cancelled, revoked, not renewed or impaired or become suspended, terminated, modified, limited, cancelled, revoked, not renewed or impaired, in whole or in part, as a result of the execution and delivery by the Parent or the applicable Affiliate of the Parent (as applicable) of, or the consummation of the transactions contemplated by, the Transaction Agreements to which it is a party.
(c) Except for limitations imposed by Laws that are applicable to insurance companies generally, there is no Governmental Order that would be binding on the Company or any of the Transferred Subsidiaries following the Closing tha...
Governmental Permits. The Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess any such certificate, authorization or permit would not have, individually or in the aggregate, a material adverse effect on the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole.
