Licenses, Authorizations and Provider Programs Sample Clauses

Licenses, Authorizations and Provider Programs. 5.20.1 The Companies and the Companies’ Subsidiaries, as applicable are: (i) the holders of all valid licenses and other rights, permits and authorizations required by Law or any Governmental Authority to be owned or possessed by the Companies and the Companies’ Subsidiaries for the conduct of their respective businesses as presently conducted; (ii) certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act to participate in Medicare and such other similar federal reimbursement or governmental programs, and those Medicaid programs listed on Schedule 5.20.1 for which the Companies and/or the Companies’ Subsidiaries are eligible to receive payments on account of services provided by them (the “Government Programs”); (iii) the holders of current provider agreements for such Government Programs; and (iv) the holders of current provider agreements with certain private non-governmental programs listed on Schedule 5.20.1 (“Private Programs”). Set forth on Schedule 5.20.1 is a correct and complete list of such licenses, permits and other authorizations under all Government Programs and Private Programs. Except as noted on Schedule 5.20.1, true, complete and correct copies of all items listed on Schedule 5.20.1 have been provided to Buyer. True, complete and correct copies of all surveys of the Companies and/or the Companies’ Subsidiaries conducted in connection with any Government Program, Private Program or licensing or accrediting body during the past five (5) years have been provided to Buyer. 5.20.2 No material violation, default, or deficiency by Companies or Companies’ Subsidiaries exists with respect to any of the items listed on Schedule 5.20.1. None of the Companies nor any of the Companies’ Subsidiaries has received within the past three (3) years, and to the Companies’ knowledge none of the Companies nor any of the Companies’ Subsidiaries has received prior to such three (3) year period, any written notice of any action pending or recommended by any Governmental Authority having jurisdiction over the items listed on Schedule 5.20.1, either to revoke, limit, withdraw or suspend any license, right or authorization, or to terminate the participation of the Companies or any of the Companies’ Subsidiaries in any Government Program or Private Program. To the Companies’ knowledge, no event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a violation, order or defi...
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Licenses, Authorizations and Provider Programs. (a) Each of the Company and the Subsidiaries (i) is the holder of all valid licenses and other rights and authorizations required by Law or ruling of any governmental regulatory authority necessary to operate its business; and (ii) is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid programs") (Medicare and Medicaid programs and such other similar federal, state or local reimbursement or governmental programs for which the Company is eligible are hereinafter referred to collectively as the "Company Government Programs") and has current provider agreements for such Company Government Programs and with such private non-governmental programs, including without limitation any private insurance program, under which the Company or any Subsidiary directly or indirectly is presently receiving payments (such non-governmental programs herein referred to as "Company Private Programs"). Set forth on Schedule 5.20(a), as to each separate facility operated by the Company or a Subsidiary, is a correct and complete list of such licenses, permits and other authorizations, and provider agreements under all Company Government and Company Private Programs, complete and correct copies of which have been provided to RCG. True, complete and correct copies of all surveys of the Company and the Subsidiaries or their facilities conducted in connection with any Company Government Program, Company Private Program or licensing or accrediting body during the past three (3) years have been provided to RCG. (b) No violation, default, order or deficiency exists with respect to any of the items listed on Schedule 5.20(b). Neither the Company, nor any of the Subsidiaries has received any notice of any action pending or recommended by any state or federal agencies having jurisdiction over the items listed on Schedule 5.20(b), either to revoke, withdraw or suspend any license, right or authorization, or to terminate the participation of the Company or any Subsidiary in any Company Government Program or Company Private Program. To the knowledge of the Company, no event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a material violation, order or deficiency with respect to any of the items listed on Schedule 5.20(b) or to revoke, withdraw or suspend any such license, or to terminate or modify the participation of the Company or any Subsidiary in any Company G...
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Licenses, Authorizations and Provider Programs. (a) PRI and NCL hold all valid licenses and other rights, accreditations, permits and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate their business as now conducted. PRI and NCL are certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid programs") (Medicare and Medicaid programs and such other similar federal, state or local reimbursement or governmental programs for which PRI and NCL are eligible are hereinafter referred to collectively as the "Government Programs") and have current provider agreements for such Government Programs and with such private non-governmental programs, including without limitation any private insurance program, under which PRI and NCL directly or indirectly are presently receiving payments (such non-governmental programs herein referred to as "Private Programs"). Set forth on the Seller Disclosure Schedule is a correct and complete list of such licenses, accreditations, permits and other authorizations, and provider agreements under all Government and Private Programs, complete and correct copies of which have been provided to Buyer. True, complete and correct copies of all surveys of PRI and NCL or their predecessors in interest and conducted in connection with any Government Program, Private Program or licensing or accrediting body during the past two (2) years have been provided to Buyer. (b) No violation, default, order or deficiency exists with respect to any of the items listed on the Seller Disclosure Schedule. Neither Sellers, PRI or NCL have received any notice of any action pending or recommended by any state or federal agencies having jurisdiction over the items listed on the Seller Disclosure Schedule, either to revoke, withdraw or suspend any license, right or authorization, or to terminate the participation of PRI or NCL in any Government or Private Program. To the knowledge of the Sellers, no event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a material violation, order or deficiency with respect to any of the items listed on the Seller Disclosure Schedule or to revoke, withdraw or suspend any such license, or to terminate or modify the participation of PRI or NCL in any Government or Private Program. To the knowledge of the Sellers, there has been no decision not to renew any provider or third-party payo...
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Licenses, Authorizations and Provider Programs. Each of RCG and its subsidiaries (i) is the holder of all valid licenses and other rights and authorizations required by Law, or ruling of any governmental regulatory authority necessary to operate its business; and (ii) is certified for participation and reimbursement under Medicare and Medicaid programs (Medicare and Medicaid programs and such other similar federal, state or local reimbursement or governmental programs for which RCG is eligible are hereinafter referred to collectively as the "RCG Government Programs") and has current provider agreements for such RCG Government Programs and with such private non-governmental programs, including without limitation any private insurance program, under which RCG or any of its subsidiaries directly or indirectly is presently receiving payments.
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Licenses, Authorizations and Provider Programs. (a) The Company holds all valid licenses and other rights, accreditations, permits and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its business as heretofore conducted. The Company has taken all necessary action to maintain such licenses in full force and effect. Set forth in Section 3.21 of the Company Disclosure Schedule is a correct and complete list of such licenses, accreditations, permits and other authorizations, complete and correct copies of which have been provided to Buyer. True, complete and correct copies of all surveys of the Company or its predecessors in interest and conducted by any Governmental Authority or licensing or accrediting body during the past two (2) years have been provided to Buyer. (b) No violation, default, order or deficiency exists with respect to any of the items listed in Section 3.21 of the Company Disclosure Schedule. The Company has not received any notice of any action pending or recommended by any state or federal agencies having jurisdiction over the items listed in Section 3.21 of the Company Disclosure Schedule, either to revoke, withdraw or suspend any license, right or authorization. No event has occurred which, with the giving of notice, the passage of time, or both, could reasonably be expected to constitute grounds for a material violation, order or deficiency with respect to any of the items listed in Section 3.21 of the Company Disclosure Schedule or to revoke, withdraw or suspend any such license, right or authorization. Except as listed in Schedule 3.21 of the Company Disclosure Schedule, no consent or approval of, prior filing with or notice to, or any action by, any governmental body or agency or any other third party is required in connection with any such license, right or authorization by reason of the acquisition contemplated by this Agreement.
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Licenses, Authorizations and Provider Programs. (a) Seller is the holder of all valid licenses and other rights, permits and authorizations required by law, ordinance, regulation or ruling of any governmental authority necessary to operate the Laboratory. With respect to the Laboratory, Seller or the Laboratory is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act, including, without limitation, the end stage renal disease program, (the "Medicare and Medicaid programs") (Medicare and Medicaid programs and such other similar federal, state or local reimbursement or governmental programs for which the Seller is eligible are hereinafter referred to collectively as the "Government Programs") and has current provider agreements for such Government Programs and with such private non-governmental programs, including without limitation any private insurance program, under which the Seller directly or indirectly is presently receiving payments (such non-governmental programs herein referred to as "Private Programs"). Set forth on Schedule 2.11.1, is a correct and complete list of such licenses, permits and other waivers or authorizations, and provider agreements under all Government and Private Programs, complete and correct copies of which have been provided to Buyer and RCG. True, complete and correct copies of all surveys (and plans of correction related thereto) or audits of Seller or the Laboratory conducted in connection with any Government Program, Private Program or licensing or accrediting body during the past two (2) years have been provided to Buyer and RCG. (b) No violation, default, order or deficiency exists with respect to any of the items listed on Schedule 2.11. 1. Seller has not received any notice of any action pending or recommended by any state, federal or accrediting agencies having jurisdiction over the items listed on Schedule 2.11.1, either to revoke, withdraw, suspend or limit any license, right or authorization, or to terminate the participation of
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Licenses, Authorizations and Provider Programs. (a) Except as disclosed on Schedule 2.16(a), Sunrise holds all valid licenses and other rights, accreditations, permits and authorizations required by law, ordinance, regulation or ruling of any governmental regulatory authority necessary to operate its existing business. Except as disclosed on Schedule 2.16(a), Sunrise is certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the "Medicare and Medicaid programs") (Medicare and Medicaid programs and such other similar federal, state or local reimbursement or governmental programs for which Sunrise is eligible are hereinafter referred to collectively as the "Government Programs") and has current provider agreements for such Government Programs and with such private non-governmental programs, including without limitation any private insurance program, under which it directly or indirectly is presently receiving payments (such non-governmental programs herein referred to as "Private Programs"). Set forth on Schedule 2.16(a) is a correct and complete list of such licenses, accreditations, permits and other authorizations, and provider agreements under all Government and Private Programs, complete and correct copies of which have been made available for inspection and copying by Company. True, complete and correct copies of all surveys of Sunrise or its predecessors in interest relating to the business conducted in connection with any Government Program, Private Program or licensing or accrediting body during the past two (2) years have been provided to Company.
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Licenses, Authorizations and Provider Programs. (a) Sellers, with respect to the Business, are: (i) the holders of all material valid licenses and other rights, permits and authorizations required by Law or any Governmental Authority necessary to operate the Business as it is currently operated, (ii) certified for participation and reimbursement and hold one or more valid provider agreements under the federally funded health care program for individuals 65 and older, certain individuals with end-stage renal disease, and certain disabled individuals under Title XVIII of the Social Security Act (“Medicare Program”), and in certain locations hold one or more valid provider agreements under a state-operated means-tested entitlement program under Title XIX of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria (the “Medicaid Program”) and the program for veterans funded by the Veterans Administration (“VA Program”) (the Medicare Program, the Medicaid Program, and the VA Program in which Sellers are enrolled to receive payments on account of services provided by the Business are hereinafter referred to collectively as the “Government Programs”), and (iii) parties to current provider agreements or participation agreements with such private non-governmental programs, including, without limitation, any private insurance program, under which Sellers directly or indirectly are presently receiving payments, to the extent such private insurance programs require a written agreement (such non-governmental programs herein referred to as “Private Programs”). To the extent any Seller accepts patients from a payor with which it is not a party to a current provider agreement or participation agreement that has not been reduced to writing, to the extent practicable the types of arrangements are set forth in Section 2.18(a)(i) of the Disclosure Schedule. Set forth in Section 2.18(a)(ii) of the Disclosure Schedule, is a correct and complete list of all material licenses, permits and other authorizations held by Sellers relating to the Business and a list of all provider and participation agreements under all Government Programs and Private Programs to which one or more Sellers is a party with respect to the Business, complete and correct copies of which have been made available to Purchasers to the extent Sellers have copies of such provider and participation agreements. Except as set forth in Section 2.18(a)(iii) of the Disclosure Schedule, within the...
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Related to Licenses, Authorizations and Provider Programs

  • Permits, Authorizations, Etc Buyers shall have obtained ----------------------------- any and all material permits, authorizations, consents, waivers and approvals required for the lawful consummation of the Merger.

  • LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS Contractor represents and warrants that Contractor possesses and shall keep current during the term of this Contract all required licenses, certifications, permits, authorizations, and approvals necessary for Contractor’s proper performance of this Contract.

  • 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.

  • Licenses, etc The Borrower has obtained and does hold in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditation, easements, rights of way and other consents and approvals which are necessary for the operation of its businesses as presently conducted, the absence of which is likely to have a Material Adverse Effect.

  • Compliance with Laws; Licenses (a) The Company, each of the Retained Subsidiaries and the Retained Business since the Applicable Date has not been, and is not being, conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation, including the Export and Sanctions Regulations (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company, the Retained Subsidiaries or the Retained Business is pending or, as of the date of this Agreement, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, after giving effect to the Separation, the Company and the Retained Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct the Retained Business as it is conducted as of the date of this Agreement. (b) Section 3.10(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date of this Agreement, of (A) each License that is issued or granted by the FCC to the Company or any of its Subsidiaries that is material to the conduct of the Retained Business as it is conducted as of the date of this Agreement (each, a “RemainCo FCC License”), (B) each License that is issued or granted by a Foreign Regulator to the Company or any of its Subsidiaries that is material to the conduct of the Retained Business as it is conducted as of the date of this Agreement (each, a “RemainCo Foreign License”), and (C) all Licenses (other than the RemainCo FCC Licenses and the RemainCo Foreign Licenses) issued or granted to the Company or any of its Subsidiaries that is material to the conduct of the Retained Business as it is conducted as of the date of this Agreement by any Governmental Entity, authorizing the Company or any of its Subsidiaries to provide broadcasting and/or audio-visual media services, and/or own, operate or install broadcasting and/or audio-visual media networks and facilities, including satellites, or to use radio frequencies, excluding, in each case, any License that is material to the conduct of the Retained Business as conducted as of the date of this Agreement solely because of an existing television programming distribution arrangement between the Retained Business and the SpinCo Business (collectively with the RemainCo FCC Licenses and the RemainCo Foreign Licenses, the “RemainCo Communications Licenses”). Each of the Company and its Subsidiaries is in compliance with the RemainCo Communications Licenses and the rules and regulations of the Governmental Entities issuing such RemainCo Communications Licenses, except for failures to comply that are, individually and in the aggregate, not material to the Retained Business, taken as a whole. There is not pending or, to the Knowledge of the Company, threatened before the FCC or a Foreign Regulator or any other Governmental Entity, any material proceeding, notice of violation, order of forfeiture, inquiry, administrative action, complaint or investigation (A) against the Company or any of its Subsidiaries relating to the Retained Business, (B) relating to any of the RemainCo Communications Licenses, including any such proceeding, notice, order, inquiry, action, complaint or investigation reasonably likely to result in the revocation, suspension, cancellation, rescission or modification of any material RemainCo Communications License or other impairment in any material respect of the operation of the Retained Business as it is conducted as of the date of this Agreement, except (x) proceedings to amend the Communications Laws not directed at the Company or its Subsidiaries or (y) proceedings of general applicability to the broadcasting and/or audio-visual media services industries or (C) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for restrictions or conditions that appear on the face of the RemainCo Communications Licenses, and except for restrictions or conditions that pertain to the RemainCo FCC Licenses under generally applicable rules of the FCC, to the Knowledge of the Company, no RemainCo Communications License held by the Company or any Subsidiary of the Company is subject to any restriction or condition which would limit the operation of the Retained Business as it is conducted as of the date of this Agreement, except for failures to comply that individually or in the aggregate would not be materially adverse to the Retained Business taken as a whole. (c) Except as would not be materially adverse to the Retained Business taken as a whole: (i) The Company, its Subsidiaries and, to the Knowledge of the Company, their respective officers, directors, employees and agents are in compliance in with and since the Applicable Date have complied with: (A) the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. § 78dd-1, et seq.) (“FCPA”) to the extent applicable to the Company, its Subsidiaries and such officers, directors, employees and agents, and (B) the provisions of applicable anti-bribery, anti-corruption and anti-money laundering Laws of each jurisdiction in which the Company and its Subsidiaries operate or have operated. Since the Applicable Date, to the Knowledge of the Company, the Company, its Subsidiaries and/or their respective officers, directors, employees and agents have not paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other Government Official or any political party or candidate for political office for the purpose of corruptly influencing any act or decision of such official or of the government to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage, in each case in violation of any of the FCPA or any Laws described in clause (B). (ii) The Company and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to ensure compliance with the FCPA and other anti-bribery, anti-corruption and anti-money laundering Laws in each jurisdiction in which the Company and its Subsidiaries operate. (iii) Neither the Company nor any of its Subsidiaries are subject to any actual, pending civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving the Company or any of its Subsidiaries relating to the FCPA or any other anti-bribery, anti-corruption or anti-money laundering Laws

  • Permits, Licenses, Etc Each of the Borrower and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

  • Compliance with Laws, Contracts, Licenses, and Permits The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

  • Compliance with Laws; Licenses and Permits (a) The Transferred Subsidiaries, the Business, the Business Real Property and, with respect to the Business, Sellers and Controlled Affiliates are, and to the Knowledge of Sellers, the Joint Venture is, and for the past three (3) years have been, in compliance in all material respects with all applicable Laws. (b) Section 2.12(b) of the Seller Disclosure Letter sets forth a true and complete list of all Permits (other than PMAs and DERs) primarily relating to, or used or held for use in the operation or conduct of, or in connection with, the Business as conducted as of the date hereof, including special use or conditional use Permits relating to zoning requirements (collectively, the “Business Permits”) that are material to the Business, and the legal owner of such Business Permits; provided, that all FAA certificates and aviation certificates issued by any foreign equivalent Governmental Authority shall be deemed to be material to the Business for purposes of this Section 2.12(b). The Business Permits set forth in Section 2.12(b) of the Seller Disclosure Schedule represent all material Permits necessary for the lawful conduct of the Business as conducted as of the date hereof. The Business Permits are valid and in full force and effect, neither Sellers, their Controlled Affiliates, nor any of the Transferred Subsidiaries are or have during the past three (3) years been in default under the Business Permits, and no suspension, revocation, cancellation or material modification of any Business Permit is pending or, to the Knowledge of Sellers, has been threatened, except for any default pursuant to any such Business Permit or proceeding to suspend, revoke, cancel or modify any such Business Permit as would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole. (c) Since April 1, 2018, none of the Transferred Subsidiaries, the Business or, with respect to the Business, Sellers or any other Controlled Affiliates thereof, any of their respective officers, directors, employees, or, to the Knowledge of Sellers, other representatives or agents, in each case, with respect to the Business, or, to the Knowledge of Sellers, the Joint Venture, has taken any action in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and all other applicable Laws relating to bribery, corruption, kick-backs or other improper or unlawful payments (regardless of the form, whether in money, property, services or otherwise) (collectively, “Anti-Corruption and Anti-Bribery Laws”). For purposes of this Section 2.12(c), “Knowledge of the Sellers” means the actual knowledge or awareness of a high probability of the existence of such circumstance, unless the individual actually believes that such circumstance does not exist, as of the Business Day prior to the date hereof, of the individuals set forth on Section 9.1(d) of the Seller Disclosure Letter.

  • Permits/Licenses Contractor and all Contractor’s employees or agents shall secure and maintain in force such permits and licenses as are required by law in connection with the furnishing of services pursuant to this Contract.

  • Software Licenses Seller has all necessary licenses to use all material third-party software used in Seller's business, and Seller's use of third-party software does not infringe the rights of any Person.

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