Legal Compliance; Permits Sample Clauses
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. 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 NPS nor any of its Subsidiaries is, in any material respect, in conflict with, or in default or in violation (i) any Legal Requirement applicable to NPS or any of its Subsidiaries or by which NPS or any of its Subsidiaries or any of their respective businesses or properties is, or NPS 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 NPS or any of its Subsidiaries is a party or by which NPS 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 NPS or any of its Subsidiaries, against NPS or any of its Subsidiaries. There is no judgment, injunction, order or decree binding upon NPS 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 NPS or any of its Subsidiaries, any acquisition of property by NPS or any of its Subsidiaries or the conduct of business by NPS and its Subsidiaries as currently conducted.
(b) NPS and its Subsidiaries hold, to the extent legally required, all material Permits that are required for the operation of the business of NPS and its Subsidiaries as currently conducted (collectively, the "NPS 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 of the NPS Permits is pending or, to the knowledge of NPS, threatened. NPS and its Subsidiaries are in compliance in all material respects with the terms of the NPS Permits.
Legal Compliance; Permits. (a) Except as set forth on Section 3.6 of the Company Disclosure Schedule, the Company is and has been in compliance in all material respects with all applicable laws relating to the Juice Division (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and the Company has not received written notice that any action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Company alleging any failure so to comply.
(b) Except as disclosed in Section 3.6 of the Company Disclosure Schedule, the Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company to own, lease and operate its properties or to carry on its business it is now being conducted with respect to the Juice Division (the “Company Permits”), except where the failure to obtain any such Company Permits would not prevent or materially delay consummation of the transactions contemplated hereby, or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect. As of the date hereof, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened.
Legal Compliance; Permits. (i) NRM, the Companies, and their respective predecessors and Affiliates have complied and are currently in substantial compliance with all Applicable Laws and Permits, and to the Knowledge of Seller, NRM, and each Company, no Claim has been filed or commenced against any of them alleging any failure so to comply.
(ii) NRM and each Company holds in good standing all Permits required for the lawful conduct of their respective businesses within the Commonwealth of Massachusetts and corresponding local jurisdictions, as presently conducted, or necessary for the lawful ownership and/or lease of their properties and assets or the operation of their businesses as presently conducted. No notices have been received by Seller, NRM or either Company alleging the failure to hold any Permit from any Governmental Authority. No violations have been experienced, noted or recorded against Seller, NRM or either Company or any Permits held by any of NRM or either Company. All Permits held by NRM and each Company are in full force and effect. NRM and each Company is in compliance with all terms and conditions of all its respective Permits and is not subject to any current, pending or Claim with respect to any Permits (including, without limitation, those threatening to revoke or limit any of the Permits held by NRM or either Company) and neither Seller, NRM nor either Company has any Knowledge of any valid basis for any of the foregoing. Any application for the renewal or extension of any Permit which is due prior to the Closing Date shall be timely made or filed by Seller, NRM and/or the applicable Company, as necessary, at Seller’s NRM’s and/or the applicable Company’s sole expense, with Xxxxx’s assistance, prior to the Closing Date.
(iii) Schedule 5(m)(iii) of the Disclosure Schedule identifies all Permits held by NRM or either Company and which is currently in effect, and specifies the Person that holds each Permit. Buyer has been supplied with a correct and complete copy of each Permit issued to NRM or either Company and which is currently in effect.
(iv) Seller, NRM and each Company have duly and timely filed and complied with all Applicable Laws relating to reports, certifications, declarations, individuals and/or entities with direct or indirect control (as those terms are defined in and by the Massachusetts Cannabis Laws) disclosures, statements, information or other filings submitted or to be submitted to any Governmental Authority, and all such submissions or fili...
Legal Compliance; Permits. (a) Except as set forth on Schedule 4.11, (i) each Acquired Company is, and has at all times during the past three years been, in compliance with all Laws applicable to it or the Business; (ii) during the past three years, Seller (with respect to the Business) and the Acquired Companies have not received any written notice from any Governmental Entity alleging, nor to the Companies’ Knowledge, has any Governmental Entity otherwise threatened in writing, that the Business or the Acquired Companies are in violation of any Laws applicable to it or them; and (iii) during the past three years, Seller (with respect to the Business) and the Acquired Companies have not been the subject of any pending or threatened Action by a Governmental Entity with respect to any actual or alleged violation of Laws applicable to it or them.
(b) Seller has Made Available complete and correct copies of all written notices received by Seller with respect to the Business or any Acquired Company alleging any material violation under any applicable Law during the past three years.
(c) To the Companies’ Knowledge, neither Seller (with respect to the Business) nor any of the Acquired Companies is currently under investigation with respect to any violation or noncompliance with Law.
(d) Section 4.11 of the Disclosure Schedule lists all material Permits held by the Acquired Companies (the “Material Permits”). The applicable Acquired Company has complied at all times in the preceding three years, and is presently in compliance, with the terms and conditions of all such Material Permits. All of the Material Permits are valid and in full force and effect, including the payment of all fees and charges with respect to such Material Permits as they become due and payable, and the Material Permits constitute all of the material Permits required to be held for the conduct of the Business as currently conducted (including all material Permits necessary to operate vehicles used in the Business). The applicable Acquired Company is not in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any material term, condition, or provision of any Material Permit. There is no Action pending nor, to the Companies’ Knowledge, threatened that seeks the revocation, cancellation, suspension or adverse modification of any such Material Permit, or alleging that the applicable Acquired Company is in material violation of any such ...
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.
Legal Compliance; Permits. Except as set forth on Section 5.12 of the Plan Investor Disclosure Schedule:
(a) since January 1, 2017 and as of the date hereof, each Plan Investor Group Member has been in compliance with all Laws applicable to such Plan Investor Group Member other than any such noncompliance that has not had and would not reasonably be expected to have, individually or in the aggregate, a Plan Investor Material Adverse Effect. All Permits required to conduct the Plan Investor Business are in the possession of the applicable Plan Investor Group Member, are in full force and effect and are being complied with, in each case, except when such failure would not reasonably be excepted to have, individually or in the aggregate, a Plan Investor Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Plan Investor Material Adverse Effect, the current conduct of the Plan Investor 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 Plan Investor, 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 Plan Investor, 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 Plan Investor Material Adverse Effect.
(b) there is no material proceeding or disciplinary action (including fines) by any Governmental Entity currently pending or, to the Plan Investor’s Knowledge, threatened in writing against any Plan Investor 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 Plan Investor Material Adverse Effect.
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.