Licenses, Permits and Authorizations. The related Mortgagor has represented in the related Mortgage Loan documents that, and to the actual knowledge of the Seller, as of the date of origination of such Mortgage Loan, all material licenses, permits and authorizations then required for use of the related Mortgaged Property by such Mortgagor, the related lessee, franchisor or operator have been issued and were valid and in full force and effect.
Licenses, Permits and Authorizations. The Parties agree to have or obtain and keep in force all the licenses, permits and authorizations required for the compliance with the purpose of the Agreement. Each Party will be individually answerable for all the risks, fines, sanctions or damages that accrue because of the lack of any license, permit or authorization that it has the obligation to obtain and in that sense it will indemnify and hold harmless and defend the other party for that fact before the authorities, judges and third parties.
Licenses, Permits and Authorizations. The operations of each of the Company and BEM are being and, since January 1, 2006, have been, conducted in compliance in all material respects with all Applicable Laws, and to the Knowledge of the Company, none of the Company or its Affiliates or the underlying investment vehicles has been charged or is or has been since January 1, 2006, under investigation with respect to any material violations of any Applicable Laws. Each of the Company, BEM and each of the underlying investment vehicles holds all material permits, certificates, licenses, approvals, Orders and other authorizations (“Permits”) of each Governmental Authority which are necessary for the operation of the Business. Such Permits are valid and in full force and effect, and none of the Company, BEM, or, to the Knowledge of the Company, any of their respective Affiliates is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits. Except as set forth in Section 5.10 of the Company Disclosure Letter, since January 1, 2006, none of the Company, BEM, the underlying investment vehicles or, to the Knowledge of the Company, any of their respective Affiliates has received any written or, to the Knowledge of the Company, oral notification from any Governmental Authority asserting that any Person is not in compliance in any material respect with any of the Applicable Laws that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit necessary for the operation of the Business.
Licenses, Permits and Authorizations. Grantee shall obtain and maintain all licenses, permits and authorizations necessary to perform its obligations under this Grant Award Contract; and is responsible for compliance with all applicable local, state, and federal laws.
Licenses, Permits and Authorizations. The Company has all material licenses, permits, and authorizations necessary to carry on the Business and to own and use the material properties and assets owned and used by it. As used in this Section 4.4, “material properties and assets” means any property and/or asset that, either individually or together with a group of related properties and/or assets, as applicable, is material to the operation of the Business.
Licenses, Permits and Authorizations. Seller has obtained, and will as of the Closing Date continue to have, all material approvals, authorizations, consents, licenses, franchises, orders, certificates and other permits of, and has made and will have made on the Closing Date all filings with, any governmental authority, whether foreign, Federal, state or local, which are required for the ownership of the Purchased Assets or the conduct of Seller’s Business as presently conducted. A complete list of all such approvals, authorizations, consents, licenses, franchises, orders, certificates, permits and filings is included as Schedule 3.07 hereto.
Licenses, Permits and Authorizations. The Company and each of its Subsidiaries hold, and, to the Company’s Knowledge, is in compliance in all material respects with, all of the Permits issued by Governmental Authorities, including the FDA, that are required by applicable Laws to permit the Company and any of its Subsidiaries to own, operate, use, investigate, and maintain its assets in the manner in which they are now operated, used and maintained and to conduct the business of the Company or any of its Subsidiaries (collectively, the “Company Permits”). There are no pending or, to the Knowledge of the Company, threatened claims, actions, suits or other proceedings or, to the Knowledge of the Company, investigations before or by any Governmental Authority that would reasonably be expected to result in the revocation or termination of any such material Company Permit.
Licenses, Permits and Authorizations. The Target Companies and their Subsidiaries have all material governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations required for the conduct of the business of the Target Companies and their Subsidiaries and the ownership and operation of the assets of the Target Companies and their Subsidiaries, each as currently conducted (“Permits”) (except for Permits required under applicable Environmental Laws, as to which certain representations and warranties are made pursuant to Section 4.21. The operation of the business of the Target Companies and their Subsidiaries as currently conducted is not, and since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years) has not been, in material violation of, nor are the Target Companies or any of their Subsidiaries in material default or violation under, any Permit required to be listed in Section 4.17 of the Sellers Disclosure Schedule, and, to the knowledge of Sellers, 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 such Permit. All Permits required to be listed in Section 4.17 of the Sellers Disclosure Schedule are in full force and effect. There are no Actions (other than investigations) pending or, to the knowledge of Sellers, threatened (or to the knowledge of Sellers, any investigation by a Governmental Authority pending or threatened), that seek the revocation, cancellation, suspension or adverse modification of any Permit, the absence of which would be reasonably likely to have a Material Adverse Effect. Since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years), neither the Target Companies nor any of their Subsidiaries have received or been subject to any written notice, charge, claim or assertion alleging any violations of Permits, nor to the knowledge of Sellers, has any such written notice, charge, claim or assertion been threatened. The Permits listed in Section 4.17 of the Sellers Disclosure Schedule represent all of the governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations that are necessary to entitle the Target Companies and their Subsidiaries to own or lease, operate and use their assets in all material respects and to carry on and conduct the Target Business in all material respects.
Licenses, Permits and Authorizations. The Disclosure Schedule contains a list of all approvals, authorizations, consents, licenses, franchises, orders and other permits of, and filings with, any governmental authority, whether foreign, federal, state or local ("Permits"), which are required for or benefit the Assets or the conduct of Seller's business. All Permits are in full force and effect.
Licenses, Permits and Authorizations. The Company and its Subsidiaries hold free and clear of all Liens (other than Permitted Liens), and is in compliance with, all of the licenses, approvals, authorizations, clearances, consents, registrations and permits issued by Governmental Authorities, including the FDA, that are (a) used in the conduct of the businesses of the Company and its Subsidiaries as currently conducted or (b) required by applicable Laws to permit the Company and its Subsidiaries to own, operate, use and maintain their assets in the manner in which they are now operated, used and maintained or to conduct the businesses of the Company and its Subsidiaries as currently conducted, including the manufacture, production, distribution, marketing, performance, sale or support of any Regulated Product (collectively, the “Permits”). Schedule 4.18 sets forth a complete list of such Permits held by the Company and its Subsidiaries as of the date hereof. Accurate and complete copies of such Permits have been made available to Buyer. The Company and its Subsidiaries have fulfilled and performed all of its material obligations that have accrued with respect to the all such Permits, and to the knowledge of the Company at the date of this Agreement, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any Permit. There are no pending or, to the knowledge of the Company at the date of this Agreement, threatened Actions before or by any Governmental Authority alleging that any operation or activity of the Company or its Subsidiaries is in violation of any applicable Law or that would reasonably be expected to result in the cancellation, revocation or termination of any such Permit. Such Permits will not be adversely affected by the consummation of the transactions contemplated by this Agreement.
