Licenses and Governmental Authorizations Sample Clauses

Licenses and Governmental Authorizations. Seller possesses all Governmental Authorizations necessary for the conduct of its business, activities and operations. Section 2.30 of the Company Disclosure Schedule contains a list of all Governmental Authorizations held or applied for by Seller which have a material affect on its business operations or activities. All such Governmental Authorizations are in full force and effect and are not subject to any material conditions which are unusual or not customary and there is no event nor is any action or proceeding pending or, to the Company's knowledge threatened which could cause permanent revocation or suspension of or otherwise adversely affect the continued use and enjoyment of any such Governmental Authorization. The term "Governmental Authorization" shall mean any material approval, consent, license, permit, accreditation, waiver, or other authorization required by any Governmental Authority in order to own or operate all or any part of the
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Licenses and Governmental Authorizations. The LCV Entities hold, and immediately following the Closing will hold, all Cannabis Licenses necessary for the conduct, ownership, use, occupancy or operation of their businesses or assets as conducted, owned, used, occupied or operated as of the date hereof, and all such Cannabis Licenses are valid and in full force and effect. Each LCV Entity is and, to the Knowledge of LCV, has been, in material compliance for the past three (3) years with all such Cannabis Licenses. All such Cannabis Licenses are identified on Section 3.13 of the LCV Disclosure Schedules (including the issuer, date of issuance and expiration date) and complete and correct copies thereof have been made available to Subversive. The LCV Entities will diligently pursue all disclosure and approval requirements applicable to the Cannabis Licenses, such that the rights and benefits of each Cannabis Licenses will be available to the Surviving Company after the Effective Time, to the Knowledge of LCV, on terms substantially identical to those enjoyed by LCV as of the Agreement Date and immediately prior to the Effective Time and to the Knowledge of LCV, the Cannabis Licenses will not be cancelled, terminated, revoked, limited in scope or otherwise adversely affected by the Merger or the other transactions contemplated hereby.
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Licenses and Governmental Authorizations. The Xxxxxx Entities hold and have held, and immediately following the Closing will hold, all Governmental Authorizations necessary for the conduct, ownership, use, occupancy or operation of their businesses or assets as conducted, owned, used, occupied or operated prior to the date hereof, and all such Governmental Authorizations are valid and in full force and effect. Each Xxxxxx Entity is, and for the past two (2) years has been, in material compliance with all such Governmental Authorizations, and no Xxxxxx Entity has received written notice of any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All such Governmental Authorizations are identified on Section 3.13 of the Xxxxxx Disclosure Schedule (including the issuer, date of issuance and expiration date) and complete and correct copies thereof have been made available to Subversive. The Xxxxxx Entities will diligently pursue all disclosure and approval requirements applicable to the Governmental Authorizations, such that the rights and benefits of each Governmental Authorization will be available to the Surviving Company after the Effective Time on terms substantially identical to those enjoyed by the Company as of the Agreement Date and immediately prior to the Effective Time and, to the Knowledge of Xxxxxx, will not be cancelled, terminated, revoked, limited in scope or otherwise adversely affected by the Merger or the other transactions contemplated hereby.
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Licenses and Governmental Authorizations. All building or other permits, certificates of occupancy, concessions, grants, franchises, licenses, certificates of need and other governmental authorizations and approvals required to be maintained by the Company and each doctor or licensed employee of the Company have been duly obtained and are in full force and effect and are described on Exhibit 2.
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Licenses and Governmental Authorizations. Section 3.16 of the Company Disclosure Schedule contains a true and complete list of all material permits, licenses, variances, exemptions, orders and approvals (the "COMPANY PERMITS") of all Governmental Entities necessary for the lawful conduct of the businesses of the Company and its subsidiaries. The Company has provided Parent with true and complete copies of each Company Permit. The Company and its subsidiaries hold all the Company Permits and are in compliance with the terms of the Company Permits in all material respects. None of the Company or its subsidiaries have been notified by any Governmental Entity that such Governmental Entity intends to cancel, terminate or modify any of such Company Permits. All of such Company Permits are, and as of the Effective Time will be, valid and in full force and effect and the continuing validity and effectiveness of such Company Permits will not be affected by either the completion of the Offer or the Merger.
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Licenses and Governmental Authorizations. All material building or other permits, certificates of occupancy, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the Acquired Business have been duly obtained (or waivers thereof have been duly obtained) and are in full force and effect, and there are no proceedings pending or, to the knowledge of URI, threatened which may result in the revocations, cancellation or suspension, or any adverse modification, of any thereof.
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Licenses and Governmental Authorizations. Buyer will use its best efforts to obtain as expeditiously as possible any and all Governmental Authorizations necessary or required to acquire the Purchased Assets and operate the Business, including the Michigan Tobacco Products Tax License. Buyer will file within twenty (20) days after the full execution by the Parties of this Agreement all necessary applications of Buyer to obtain such Governmental Authorizations. Buyer will supply to Seller, at least five (5) days prior to filing, copies of all proposed regulatory applications and filings and will use reasonable efforts to reflect any comments of Seller in such filings. As of the Closing Date, Buyer will satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Governmental Authorizations. Buyer shall pay all expenses associated with obtaining the Governmental Authorizations, including any fees charged by any Governmental Body to which it must apply to obtain any of the Governmental Authorizations. Neither Buyer nor Seller shall take any action that would adversely affect or delay the ability of any party hereto to obtain any Governmental Authorizations or to perform its covenants and agreements under this Agreement. Buyer shall notify Seller promptly (and in no event later than seven (7) days following notice) of any significant development with respect to any application or notice Buyer files with any Governmental Body in connection with the transactions contemplated by this Agreement. Seller shall use reasonable efforts to assist Buyer in obtaining the Governmental Authorizations necessary for the operation of the Business. Seller shall provide Buyer or the appropriate Governmental Body with all information reasonably required to be submitted by Buyer in obtaining the Governmental Authorizations necessary for the operation of the Business at the Business Locations.
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Related to Licenses and Governmental Authorizations

  • Governmental Authorizations Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, or exemption or other action of, any governmental, administrative or regulatory authority, domestic or foreign, that was or is required in connection with the valid execution, delivery, acceptance and performance by such Member under this Agreement or consummation by such Member (or any of its Affiliates) of any transaction contemplated hereby has been completed, made or obtained on or before the date hereof.

  • Governmental Authorizations, Etc No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

  • Compliance; Governmental Authorizations The Seller has complied in all material respects with all applicable Federal, state, local or foreign laws, ordinances, regulations and orders. The Seller has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Subject Business the lack of which would have a material adverse effect on the Buyer's ability to operate the Subject Business after the Closing on substantially the same basis as presently operated, such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or threatened to revoke or limit any thereof. None of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.

  • Governmental Authorization Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

  • Compliance with Laws; Governmental Authorizations 1.23.1 The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

  • Compliance with Legal Requirements; Governmental Authorizations (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14): (i) each Longhorn Entity is, and at all times since January 1, 2010 has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it; (ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and (iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity. (b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit.

  • Governmental Permits and Approvals (a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by Earth to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and the Owners shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and (b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

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