Licenses and Permits; Compliance with Law Sample Clauses

Licenses and Permits; Compliance with Law. Consultant represents and warrants that it has all licenses and permits necessary to conduct its business and perform its obligations under this Agreement, and agrees to comply with all applicable federal, state and local statutes, regulations, codes, ordinances and policies in performing its obligations under this Agreement.

Licenses and Permits; Compliance with Law. The Company possesses all licenses, certificates, permits and other authorizations issued by, and has made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities, that are necessary for the ownership or lease of its properties and assets or the conduct of its business as conducted or as contemplated to be conducted. The Company has not received notice of any revocation or modification of any such license, certificate, permit or authorization, or of any proceeding relating to any such revocation or modification, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. The Company has complied in all material respects with and is not in default or violation in any material respect of, and is not, to the Company’s knowledge, under investigation with respect to or has not been, to the knowledge of the Company, threatened to be charged with or given notice of any violation of, any applicable federal, state, local or foreign law, statute, ordinance, license, rule, regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any federal, state, local or foreign governmental or regulatory authority. Except for statutory or regulatory restrictions of general application, no federal, state, local or foreign governmental or regulatory authority has placed any material restriction on the business or properties of the Company.

Licenses and Permits; Compliance with Law. Except as disclosed in ----------------------------------------- Exhibit 3.21 attached hereto, each of the Company and the Subsidiaries holds all ------------ licenses, certificates, permits, franchises and rights from all appropriate federal, state or other public authorities necessary for the conduct of its business and the use of its assets. Except as disclosed in Exhibit 3.21 ------------ attached hereto, each of the Company and the Subsidiaries has conducted, and is presently conducting, its business so as to comply in all material respects with all applicable statutes, ordinances, rules, regulations and orders of any governmental authority. Further, neither the Company nor any Subsidiary is presently charged with or, to the knowledge of the Company, under governmental investigation with respect to, any actual or alleged violation of any statute, ordinance, rule or regulation. To the Knowledge of the Company, neither the Company nor any Subsidiary is presently the subject of any pending or, to the knowledge of the Company, threatened adverse proceeding by any regulatory authority having jurisdiction over its business, properties or operations. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in the termination of any such license, certificate, permit, franchise or right held by any of the Company and the Subsidiaries.

Licenses and Permits; Compliance with Law. The Cicero Parties possess all material licenses, certificates, permits and other authorizations issued by, and has made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities, that are necessary for the ownership or lease of its properties and assets or the conduct of its business as conducted or as contemplated to be conducted. None of the Cicero Parties have received notice of any revocation or modification of any such license, certificate, permit or authorization, or of any proceeding relating to any such revocation or modification, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. The Cicero Parties have complied in all material respects with and is not in default or violation in any material respect of, and is not, to the Cicero Parties’ knowledge, under investigation with respect to or has not been, to the knowledge of the Cicero Parties, threatened to be charged with or given notice of any violation of, any applicable federal, state, local or foreign law, statute, ordinance, license, rule, regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any federal, state, local or foreign governmental or regulatory authority. Except for statutory or regulatory restrictions of general application, no federal, state, local or foreign governmental or regulatory authority has placed any material restriction on the business or properties of the Cicero Parties.

Licenses and Permits; Compliance with Law. The Company and each of its Subsidiaries holds all licenses, certificates, permits, authorizations, franchises, rights and other approvals from all Governmental Authorities ("PERMITS") which are material to the conduct of its business. All such Permits and the respective expiration dates thereof are listed on SCHEDULE 2.14. Except as set forth on SCHEDULE 2.14, neither the Company nor any of its Subsidiaries is, or at any time has been, in violation of or non-compliance, in any material respect (taking the business of the Company as a whole) with any Applicable Laws, Judgments or Permits. Further, neither the Company nor any of its Subsidiaries is presently charged with, nor so far as APAX is aware, is the Company or any of its Subsidiaries under investigation by any Governmental Authority with respect to, any actual or alleged violation of any Applicable Laws, Judgments or Permits, and neither the Company nor any of its Subsidiaries is presently the subject of any pending or, so far as APAX is aware, any threatened adverse proceeding by any Governmental Authority having jurisdiction over it, except as may be set forth on SCHEDULE 2.14. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will result in the termination of, or any material change in, any Permit, except as may be set forth on SCHEDULE 2.14. All Permits will continue in full force and effect after the transactions contemplated by this Agreement, except as may be set forth on SCHEDULE 2.14.

Licenses and Permits; Compliance with Law a. The Company has obtained all public permits legally required for the conduct of the Business. These permits are valid, and to the Company’s Knowledge, there are no facts or circumstances or other reasons which could cause the respective Governmental Bodies to withdraw, revoke or rescind such permits. b. Each of the Acquired Companies is, and has at all times been, in compliance in all material respects with all Legal Requirements applicable to their relevant Business. None of the Acquired Companies has received any written notice or written communication regarding any actual or possible violation of, or failure to comply with, any Legal Requirement. Without limiting the generality of the foregoing, none of the Acquired Companies has, and to the Company’s Knowledge, no director, officer, agent or employee of any of the Acquired Companies has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (c) made any other unlawful payment relating to the Business. c. The Company Products and Services are in every respect in material compliance with all applicable Legal Requirements of the Federal Republic of Germany, the European Union, the United States of America and of any other country in which they are sold.

Licenses and Permits; Compliance with Law. The Company holds all licenses, certificates, permits, franchises and rights from all appropriate federal, state or other public authorities necessary for the conduct of its business and the use of its assets. The Company is presently conducting its business so as to comply in all material respects with all applicable statutes, ordinances, rules, regulations and orders of any governmental authority. Further, the Company is not presently charged with or, to the knowledge of the Company, under governmental investigation with respect to, any actual or alleged violation of any statute, ordinance, rule or regulation. The Company is not presently the subject of any pending or, to the Company's knowledge, threatened adverse proceeding by any regulatory authority having jurisdiction over its business, properties or operations. None of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will result in the termination of any such license, certificate, permit, franchise or right held by the Company.

Licenses and Permits; Compliance with Law. Seller holds all licenses, certificates, permits, franchises and rights from all applicable Governmental Authorities necessary for the use of the Assets. Seller is not presently charged with, or under governmental investigation with respect to, any actual or alleged violation of any Legal Requirement or Order, nor is it presently the subject of any pending or threatened adverse proceeding by any Governmental Authority having jurisdiction over the Assets;

Licenses and Permits; Compliance with Law. (a) The Programs are in compliance in all material respects with all Laws relating to the Product Candidates, the Programs and the Business, including without limitation all such Laws relating to registration, use or manufacture of the Product Candidates (at their current level of development and use). There is no investigation or inquiry to which the Transferor is a party pending or, to the Transferor’s knowledge, threatened relating to the Acquired Assets and their compliance with applicable Laws. The Transferor has not received, at any time in the past two years, any written notice from any Governmental Authority or other Person regarding any actual or alleged violation of, or failure to comply with, any Law applicable to the ownership or use of any of the Acquired Assets. To the knowledge of the Transferor , no event has occurred, and no condition or circumstance exists, that would (with or without notice or lapse of time) constitute or result directly or indirectly in a material violation by the Transferor of, or a failure on the part of the Transferor to comply in any material respect with, any Law applicable to the ownership or use of any of the Acquired Assets. (b) The Transferor has all material Governmental Authorizations necessary to permit the Transferor to own and use the Acquired Assets in the manner in which they are currently owned and used. The Transferor has all Government Authorizations necessary in the conduct of the Business as presently being conducted, the lack of which would have a Material Adverse Effect. Each of the Governmental Authorizations identified on Section 6.5(b) to the Transferor Disclosure Letter is valid and in full force and effect. The Transferor is and at all times has been in compliance in all material respects with all of the terms and requirements of each of the Governmental Authorizations identified on Section 6.5(b) to the Transferor Disclosure Letter, except to the extent the failure to so hold or comply would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. The Transferor has not received, at any time in the past two years, any written notice from any Governmental Authority or any other Person regarding (i) any actual or alleged violation of or failure to comply with the terms of any Governmental Authorization identified on Section 6.5(b) to the Transferor Disclosure Letter or (ii) any actual or threatened revocation, withdrawal, suspension, cancellation, termin...

Licenses and Permits; Compliance with Law. Xxxxxxx and its Subsidiaries hold all licenses, certificates, permits, franchises and rights from all appropriate federal, state or other public authorities necessary for the conduct of their respective businesses and the use of their respective assets, except for such licenses, certificates, permits, franchises and rights the absence of which would not individually or in the aggregate have a Xxxxxxx Material Adverse Effect. Except for any matters which will not have a Xxxxxxx Material Adverse Effect, Xxxxxxx and its Subsidiaries presently are conducting their respective businesses so as to comply with all applicable statutes, ordinances, rules, regulations and orders of any governmental authority. Further, Xxxxxxx and its Subsidiaries are not presently charged with, or under governmental investigation with respect to, any actual or alleged violation of any statute, ordinance, rule or regulation, or presently the subject of any pending or, to the knowledge of Xxxxxxx, threatened adverse proceeding by any regulatory authority having jurisdiction over their respective businesses, properties or operations. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in the termination of any license, certificate, permit, franchise or right held by Xxxxxxx or any of its Subsidiaries, and all such licenses, certificates, permits, franchises and rights will inure to the benefit of the Surviving Corporation after the consummation of the transactions contemplated by this Agreement. 4.8.