Governmental Permits; Compliance with Laws. (a) Each of the Seller and its Subsidiaries owns, holds or possesses all Governmental Permits which are necessary to entitle it to own or lease, operate and use its assets and to carry on and conduct its business as currently conducted, except for those Governmental Permits the absence of which, individually or in the aggregate, would not have a Seller Material Adverse Effect.
Governmental Permits; Compliance with Laws. The Seller owns, holds or possesses all Governmental Permits which are necessary to entitle it to own or lease, operate and use the Assets and to carry on and conduct its business substantially as currently conducted, except where the failure to own, hold or possess such Governmental Permits would not have a Seller Material Adverse Effect. The Seller is in compliance in all respects with all Governmental Rules which are applicable to the Assets or the Business other than any failure to comply which would not have a Seller Material Adverse Effect.
Governmental Permits; Compliance with Laws. (a) Parent or Seller owns, holds or possesses all licenses, franchises, permits, privileges, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use the Purchased Assets and to carry on and conduct the Business substantially as currently conducted collectively, the “Governmental Permits”), except for such Governmental Permits as to which the failure to so own, hold or possess would not have a Material Adverse Effect. None of the Governmental Permits are transferable from Parent or Seller to Buyer.
Governmental Permits; Compliance with Laws. (a) The Company and the Subsidiary own, hold or possess all Governmental Permits which are necessary to entitle them to own or lease, operate and use their assets and to carry on their business as currently conducted.
Governmental Permits; Compliance with Laws. Schedule 4.11 is a true and complete list of all Governmental Permits which are used in connection with, and are necessary for the operation of, the Business or any of the Purchased Assets. To the Knowledge of Seller, the Governmental Permits listed on Schedule 4.11 constitute all of the Governmental Permits that are material to the conduct of the Business in the manner presently conducted by Seller. All Governmental Permits are valid, binding and in full force and effect. The execution, delivery and performance of this Agreement, the consummation of the Contemplated Transactions and the Transaction Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Transaction Documents do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, or constitute a breach of or Default under, any Governmental Permit. To the Knowledge of Seller, no loss or expiration of any Governmental Permit is threatened or pending or reasonably foreseeable (other than expiration upon the end of any term) that cannot be promptly remedied at insignificant cost. Seller’s operation of the Business and use of the Purchased Assets immediately prior to the Closing Date is in compliance with all Laws, except where the failure to so comply would not have a Material Adverse Effect with respect to the Business or the Purchased Assets. Seller has not received notification that has not lapsed, been withdrawn or abandoned by any Governmental Authority (i) asserting a violation by Seller with respect to the operation of the Business or the use of the Purchased Assets of any Law, or (ii) materially restricting or in any material way limiting the operation of the Business or use of the Purchased Assets.
Governmental Permits; Compliance with Laws. No permit or authorization is necessary to conduct the business of the Company. The Company is not in violation in any material respect of any applicable law or regulation. No agreement, permit or authorization prevents the consummation by the Company or the Founders of any of the transactions contemplated by this Agreement.
Governmental Permits; Compliance with Laws. (a) The Company and each Subsidiary owns, holds or possesses all material Governmental Permits which are necessary to entitle it to own or lease, operate and use its assets and to carry on its business as currently conducted. Each such material Governmental Permit is valid, subsisting and in good standing. The Insurance Subsidiary is (i) duly licensed and/or authorized to conduct insurance business in its jurisdiction of domicile and each jurisdiction in which it conducts insurance business and is required to be so licensed or authorized; (ii) duly authorized in its jurisdiction of domicile and each other applicable jurisdiction to write each line of business reported as being written in the SAP Statements (as hereinafter defined), including reinsurance, as applicable; and (iii) is in compliance in all material respects with all applicable insurance holding company requirements, including filing and reporting requirements. The business of the Insurance Subsidiary has been and is being conducted in compliance in all material respects with the terms of its licenses and all such licenses, qualifications or Governmental Permits are in full force and effect. Except as set forth in Section 3.19 of the Company Disclosure Schedule, there is no proceeding or investigation pending or, to the Knowledge of the Company, threatened, which would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such license, qualification or Governmental Permit. Except as set forth on Section 3.19(a) of the Company Disclosure Schedule, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on the Insurance Subsidiary to which the Company or any Subsidiary is a party, one hand and any governmental authority is a party or addressee, on the other hand, or orders or directives by, or supervisory letters from, any governmental authority specifically with respect to the Company or any Subsidiaries which (A) specifically limits the ability of the Company or any Subsidiary to issue insurance policies; (B) require any investments of Insurance Subsidiaries to be treated as nonadmitted assets; (C) require the divestiture of any investments of the Insurance Subsidiaries; (D) impose requirements that increase or otherwise modify the risk based capital requirements imposed under applicable Laws or (E) in any manner relate to the ability of the Company or any Subsidiaries t...
Governmental Permits; Compliance with Laws aa) The SMT Group Companies have all material governmental permits and authorizations (other than those required by or relating to any Tax matters or Environmental Matters) which are required in order to operate their businesses, as presently conducted (the "Governmental Permits") and no Governmental Permit has been cancelled or revoked towards the SMT Group Companies by any competent authority nor has any of the SMT Group Companies received any written notice by any such authority that it intends to cancel or revoke or add any conditions (Auflagen) to any Governmental Permit and, to the knowledge of CZ AG, there is no indication that any Governmental Permit will be cancelled or become subject to any conditions or revoked in whole or in part.
Governmental Permits; Compliance with Laws. 4.7.1 The Company has all material governmental, regulatory and other permits, licenses, authorizations and consents which are required by them under any applicable law in order to operate its businesses as currently conducted (the “Permits”). No Permit has been cancelled, revoked or restricted by any competent authority in a manner that would limit the Company in its ability to duly conduct its business consistent with past practice. No such authority or other Third Party has notified the Company in writing that it will or may cancel, revoke or restrict and Permit, nor, to Seller’s Knowledge, are there any other circumstances which are likely to result in any such cancellation, revocation or subsequent restriction.
Governmental Permits; Compliance with Laws. SUBSIDIES
