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.
(b) (i) Each of Parent or Seller has fulfilled and performed in all material respects 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 be reasonably likely to 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 Seller 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 Parent or Seller, or to the Knowledge of Seller, is known to Seller; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect.
(c) To the Knowledge of Seller, Seller has timely filed all material registrations, declarations, reports, notices, forms and other filings required to be filed by it with the SEC, NASD, NYSE or any other Governmental Body, and all amendments or supplements to any of the foregoing.
(d) Seller has made available to Buyer a copy of the currently effective Form BD as filed by Seller with the SEC. Except as set forth in Disclosure Letter Schedule 5.8(D), the information contained in such form was complete and accurate in all material respects as of the time of filing thereof and, to the Knowledge of Seller, remains complete and accurate in all material respects as of the date hereof.
(e) Except with respect to employees in training or employees who have been employed by the Division for fewer than 90 days, to the Knowledge of Seller, all of the Employees who are required to be licensed or registered to conduct the Business are duly licensed or registered in each state an...
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.
(b) Except as set forth in the Seller Disclosure Schedule, each of the Seller and its Subsidiaries has fulfilled and performed in all respects their obligations under each of their respective Governmental Permits, other than such failures to fulfill or perform their obligations which would not have a Seller Material Adverse Effect. No written notice of cancellation, of default or of any dispute concerning any Governmental Permit has been received by the Seller or any of its Subsidiaries, except for such cancellations, defaults or disputes which would not have a Seller Material Adverse Effect.
(c) Each of the Seller and its Subsidiaries is in compliance in all respects with all Governmental Rules which are applicable to its business, other than any failures to comply which 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. The Buyer owns, holds or possesses all Governmental Permits which are necessary to entitle it to own, operate and use the Assets (including, without limitation, the performance of its obligations under any Novated Contract which may be transferred to it) and to carry on and conduct the Business substantially as currently conducted.
Governmental Permits; Compliance with Laws. (a) All licenses, registrations, qualifications, memberships, franchises, permits, privileges, approvals and other authorizations from a Governmental Body held by Seller in connection with the ownership of the Purchased Assets and/or the operation of the Business are listed in Section 5.4(a) of the Seller Disclosure Schedule (collectively, the “Governmental Permits”). Except as would not have a Material Adverse Effect, the Governmental Permits constitute all the licenses, registrations, qualifications, memberships, franchises, permits, privileges, approvals and other authorizations from a Governmental Body required in order to own the Purchased Assets and to operate the Business in compliance with all applicable Laws.
(b) Except as would not have a Material Adverse Effect, with respect to the operation of the Business, Seller has timely filed (and, where applicable, obtained approval of) all registrations, qualifications, memberships, applications, declarations, reports, notices, forms and other filings required to be filed by it with the SEC, FINRA, or any other Governmental Body, and all amendments or supplements to any of the foregoing.
(c) Seller has made available to Buyer a copy of the currently effective Form BD as filed by Seller with the SEC. Except as set forth in Section 5.4(c) of the Seller Disclosure Schedule, the information contained in such form was complete and accurate in all material respects as of the time of filing thereof and, to the Knowledge of Seller, remains complete and accurate in all material respects as of the date hereof.
(d) Except as set forth in Section 5.4(d) of the Seller Disclosure Letter and except with respect to employees in training or employees who have been employed by the Division for fewer than 90 days and except as would not have a Material Adverse Effect, all of the Employees who are required to be licensed or registered to conduct the Business are duly licensed or registered in each state and with each Governmental Body in which or with which such licensing or registration is so required.
(e) Except as disclosed on Form BD of Seller or any Form U4 of any Designated Employee filed prior to the date of this Agreement, copies of which have been made available to Buyer, neither Seller with respect to the Division nor, to the Knowledge of Seller, any Designated Employee has been the subject of any disciplinary proceedings or orders of any Governmental Body arising under applicable laws which would be required to b...
Governmental Permits; Compliance with Laws. (a) The Companies have all governmental permits, licenses, authorizations and consents which are required by them in order to operate their businesses as presently conducted (the “Governmental Permits”). No Governmental Permit has been cancelled or revoked by any competent authority and no Company has received any written notice by any such authority that it intends to cancel or revoke any Governmental Permit.
(b) The business of the Companies, [ *** ] is conducted, in all material respects, in compliance with applicable laws and all Governmental Permits in each case as in effect, enforced and interpreted on the date hereof.
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. 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.
4.7.2 The business of the Company is, and (to the extent any non-compliance in the past may still be relevant as of today or in the future) has been, conducted, in all material respects, in compliance with all applicable laws (such term to include, for the purpose of this Agreement, any statutory or other laws, regulations and orders) in all countries in which the Company operates, and all Permits. The Company (i) has not received any pending written notice of any failure to comply with such laws or Permits nor (ii) is, to Seller’s Knowledge, under investigation with respect to any such failure.
4.7.3 The Company is not liable for the repayment of any state aids or other subsidies (including but not limited to investment subsidies or investment grants, “Investitionszulage oder Investitionszuschüsse”) provided that such liability has not been caused by actions taken after the Execution Date.
Governmental Permits; Compliance with Laws. (a) The Seller 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 the Business substantially as currently conducted, except for such incidental Governmental Permits which would be obtainable in due course by any qualified applicant without any adverse affect on the Business or any undue burden or cost in the event of any failure to apply, lapse, termination, cancellation or forfeiture thereof.
(b) The Seller Disclosure Schedule sets forth a complete and correct list and brief description of each Governmental Permit owned, held or possessed by the Seller as of the date hereof. Except as set forth in the Seller Disclosure Schedule, (i) the Seller has fulfilled and performed in all material respects its obligations under each of the Governmental Permits which it owns, holds or possesses, and (ii) since December 31, 2001, no written notice of cancellation, of default or of any material dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by the Seller or the Principal.
(c) The Seller is in compliance in all material respects with all Laws which are applicable to the Business.
