Legal Compliance; Permits. Except as set forth on Section 4.12 of the Company Disclosure Schedule:
(a) Since January 1, 2017 and as of the date hereof, each Company Group Member has been in compliance with all Laws applicable to such Company Group Member other than any such noncompliance that has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Permits required to conduct the Company Business are in the possession of the applicable Company Group Member, are in full force and effect and are being complied with, in each case, except when such failure would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the current conduct of the Company Business is not, and has not been since January 1, 2017, in default or violation under any Permit (except for such violation that has been remedies and imposes no continuing Liability) and, to the Knowledge of the Company, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any applicable Permit. There are no actions pending, or to the Knowledge of the Company, threatened in writing, that seek revocation, cancellation or modification of any applicable Permit, except where such revocation, cancellation or modification has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) The Company is and shall remain in full compliance with each of the Agreements with Governmental Entities provided on Section 4.12 of the Company Disclosure Schedule. There is no material proceeding or disciplinary action (including fines) by any Governmental Entity currently pending or, to the Company’s Knowledge, threatened in writing against any Company Group Member, any of their respective assets, rights or properties or any of their respective officer or directors, in each case, except for those that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Legal Compliance; Permits. To the Seller’s Knowledge, currently and since December 31, 2002, each Acquired Company has complied and is in compliance with all applicable Laws of all Governmental Authorities. Neither Seller nor any Acquired Company has received any written notice of or has been charged with the violation of any material Laws applicable to the Acquired Company Assets. To the Seller’s Knowledge, the Acquired Companies currently have all material Permits that are necessary to operate the Acquired Company Assets and the operations related thereto in the Ordinary Course of Business, all such Permits are in full force and effect, and no Acquired Company is in material default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a material default or violation) of any term, condition or provision of any such Permits. Notwithstanding the previous sentences, the Seller makes no representations or warranties in this Section 4(e) with respect to Taxes or Environmental Laws, for which the sole representations and warranties of the Seller are set forth in Sections 4(f) and 4(i), respectively.
Legal Compliance; Permits. (a) Neither Enzon nor any of its Subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any Legal Requirement applicable to Enzon or any of its Subsidiaries or by which Enzon or any of its Subsidiaries or any of their respective businesses or properties is, or Enzon believes is reasonably likely to be, bound or affected, (ii) any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Enzon or any of its Subsidiaries is a party or by which Enzon or any of its Subsidiaries or its or any of their respective properties is bound or affected. As of the date hereof, no investigation or review by any Governmental Authority is pending or has been threatened in a writing delivered to Enzon or any of its Subsidiaries, against Enzon or any of its Subsidiaries. There is no judgment, injunction, order or decree binding upon Enzon or any of its Subsidiaries which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Enzon or any of its Subsidiaries, any acquisition of property by Enzon or any of its Subsidiaries or the conduct of business by Enzon and its Subsidiaries as currently conducted.
(b) Enzon and its Subsidiaries hold, to the extent legally required, all material Permits that are required for the operation of the business of Enzon and its Subsidiaries as currently conducted (collectively, the "Enzon Permits"), except where the failure to hold any such Permits would not materially adversely affect the ability of any party hereto to consummate the transactions contemplated by this Agreement. As of the date hereof, no suspension or cancellation of any Enzon Permits is pending or, to the knowledge of Enzon, threatened. Enzon and its Subsidiaries are in compliance in all material respects with the terms of the Enzon Permits.
Legal Compliance; Permits. (a) Except as set forth in Section 6.10(a) of the Disclosure Schedules, the Company and its Subsidiaries are and have been in material compliance with all Laws that are or were applicable to the Company and its Subsidiaries. Except as set forth in Section 6.10(a) of the Disclosure Schedules, the Company and its Subsidiaries have not received any written notice or, to the Knowledge of Sellers, other communication (whether written or oral) from any Governmental Entity or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Laws or any actual, alleged, possible or potential obligation on the part of the Company and its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with the Owned Real Property, the Leased Real Property or the operation of the business of the Company and its Subsidiaries as currently conducted.
(b) Section 6.10(b) of the Disclosure Schedules contains a complete and accurate list of each material Permit that is held by the Company and its Subsidiaries. Except as set forth on Section 6.10(b) of the Disclosure Schedules: (a) each Permit listed on Section 6.10(b) of the Disclosure Schedules is valid and in full force and effect; (b) the Company or one of its Subsidiaries is and has been in material compliance with the terms and requirements of each Permit identified on Section 6.10(b) of the Disclosure Schedules; and (c) the Company and its Subsidiaries have not received any written notice or, to the Knowledge of Sellers, other communication (whether oral or written) from any Governmental Entity or any other Person regarding any actual, alleged, possible or potential violation of or failure to comply with any material term or requirement of any Permit or any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Permit. The Permits listed on Section 6.10(b) of the Disclosure Schedules collectively constitute all of the material Permits required to permit the Company and its Subsidiaries to conduct their business and to own and use their assets related thereto as presently conducted, including all Permits required under applicable Environmental Requirements.
(c) None of the Company, its Subsidiaries, Sellers, any officer or employee of the foregoing Persons, or, to the Knowledge of Sellers, any of their respective directors, managers, sharehol...
Legal Compliance; Permits. (a) Except as set forth on Schedule 3.10(a), the Cobalt Companies have complied and are in compliance in all material respects with all applicable Laws, and no Proceeding has been filed or is pending or, to the Company’s knowledge, has been threatened, against the Cobalt Companies alleging any failure to so comply. The Company has made available to Buyer true, correct and complete copies of all of the policies of the Cobalt Companies related to legal compliance, employee training programs, ethical business practices and codes of conduct, and the Cobalt Companies and their operations are, and at all times in the past five years have been, in compliance in all material respects with all such policies. There is no, and during the past three years there has not been any, internal investigation pending by any Cobalt Company regarding any potential non-compliance with such policies or any Law or Order.
(b) The Cobalt Companies have all material Permits necessary to own, lease and operate their assets and properties and to conduct their businesses, a true, correct and complete list of which is set forth on Schedule 3.10(b). All applications for, or renewals of, all such Permits have been timely filed and made and no such Permit will expire or be terminated as a result of the consummation of the transactions contemplated by this Agreement. All such Permits are in full force and effect and will remain in full force and effect immediately following the Closing, and the Cobalt Companies are in compliance in all material respects with all such Permits. There is no Proceeding pending, or to the knowledge of the Company, threatened, nor has any Cobalt Company received any written notice in the past three years from any Governmental Authority, to revoke, cancel, refuse to renew or adversely modify any such Permit or alleging any failure to comply with any such Permit.
Legal Compliance; Permits. (a) To the actual knowledge of such Seller, the Company is in compliance in all material respects with all applicable laws and Permits. No proceeding is pending, nor since February 28, 2021, has been filed or commenced, against the Company alleging any failure to comply with any applicable law or Permit. To the actual knowledge of such Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation by the Company of any law or Permit other than as would not reasonably be expected to be material to the Company. The Company has not received any written notice or other communication from any person regarding any actual, alleged or potential violation by the Company of any law or Permit or any cancellation, termination or failure to renew any Permit held by the Company.
(b) The Sellers have provided to Buyer a complete and accurate list of each Permit (the “Permit List”) held by the Company or that otherwise relates to the business or any asset owned or leased by the Company and states whether each such Permit is transferable. Each Permit listed or required to be listed on the Permit List is valid and in full force and effect. Each Permit listed or required to be listed on the Permit List is renewable for no more than a nominal fee and, to such Seller’s knowledge, there is no reason why such Permit will not be renewed. The Permits listed on the Permit List constitute all of the Permits necessary to allow the Company to lawfully conduct and operate its business as currently conducted and operated and to own and use its assets as currently owned and used. For purposes of this Agreement, “Permit” means any permit, license or consent issued by any governmental body or pursuant to any law.
Legal Compliance; Permits. Except with respect to (i) matters set forth in Schedule 4.11 (Litigation) (ii) compliance with Laws concerning Taxes (as to which representations and warranties are made only pursuant to Section 4.12) and (iii) compliance with Environmental Laws (as to which representations and warranties are made only pursuant to Section 4.13), (a) to the Knowledge of MLP GP, M&NE US is in compliance in all material respects with all Laws, (b) M&NE US has not received written notice of any violation of any Law relating to the operation of the Business or to any of its assets or operations which could reasonably be expected to have a Material Adverse Effect and (c) to the Knowledge of MLP GP, M&NE US possesses all material Permits necessary for it to own its assets and operate the Business as currently conducted, and all such Permits are in full force and effect, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Legal Compliance; Permits. (a) Except as set forth on Section 3.08(a) of the Disclosure Schedule, the Company and its Subsidiaries are in compliance in all material respects with all Laws applicable to them or the operation of their business. Except as set forth on Section 3.08(a) of the Disclosure Schedule, during the three (3)-year period immediately preceding the date hereof, the Company and its Subsidiaries have not received any written or, to the Knowledge of the Company, oral notice, Order or complaint from any Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it or the operation of its business.
(b) The Company and its Subsidiaries currently are, and during the five (5)-year period immediately preceding the date hereof have been, in compliance with all applicable Anti-Bribery and Anti-Corruption Laws in all jurisdictions. The Company and its Subsidiaries (including any of their officers, directors, employees, or to the Knowledge of the Company, agents or other Person acting on its behalf) have not during the five (5)-year period immediately preceding the date hereof, directly or indirectly, in each case in violation of Anti-Bribery and Anti-Corruption Laws used any funds for unlawful contributions, gifts, services of value, entertainment or other unlawful expenses; made, offered, authorized, or promised to make any unlawful payment or provided, offered, authorized, or promised to provide anything of value to any Person including but not limited to any foreign or domestic Government Official; made, or promised to make any contribution, bribe, rebate, gift, payoff, influence payment, kickback or other similar unlawful payment or other advantage; or taken any action which would cause the Company or any of its Subsidiaries to be in violation of the Anti-Bribery and Anti-Corruption Laws. During the five (5)-year period immediately preceding the date hereof, the Company and its Subsidiaries (including any of their officers, directors, employees or, to the Knowledge of the Company, other Person associated with or acting on its behalf) have not, directly or indirectly, requested or agreed to receive or accepted any unlawful contributions, gifts, services of value, advantage, entertainment or other unlawful expenses, contribution, bribe, rebate, gift, payoff, influence payment, kickback or other similar unlawful payment, or similar incentive which would cause it to be in violation of any Anti-Bribery and Anti-Cor...
Legal Compliance; Permits. Except with respect to (i) matters set forth in Schedule 4.10 (Litigation) (ii) compliance with Laws concerning Taxes (as to which representations and warranties are made only pursuant to Section 4.11) and
Legal Compliance; Permits. (a) Neither Company nor any of its subsidiaries is in conflict with, or in default or violation of, any Legal Requirement or Company Obligation, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause Company to lose any material benefit or incur any material liability. No charge, complaint, claim, demand, notice, inquiry, investigation, action, suit, proceeding, hearing or review by any Governmental Entity is pending or, to the knowledge of Company, being threatened against Company or its subsidiaries, nor, to Company's knowledge, has any Governmental Entity indicated to Company an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Company or any of its subsidiaries, any acquisition of material property by Company or any of its subsidiaries or the conduct of business by Company or any of its subsidiaries.
(b) Company and its subsidiaries hold all franchises, grants, authorizations, permits, licenses, variances, exemptions, easements, consents, certifications, orders and approvals from Governmental Entities which are material to the operation of the business of Company and its subsidiaries taken as a whole (collectively, the "COMPANY PERMITS"). Company and its subsidiaries are in compliance in all material respects with the terms of the Company Permits.
