Licenses, Permits and Compliance with Law. Schedule 3.9 is a true and complete list of all material notifications, licenses, permits (including environmental, construction and operation permits), franchises, certificates, approvals, exemptions, classifications, registrations and other similar documents and authorizations, and applications therefor (collectively, the “Licenses”) held by the Sellers and issued by, or submitted by the Sellers to, any Governmental Authority. Each Seller owns or possesses all of the Licenses that are necessary to enable it to carry on the Business as presently conducted. All Licenses are valid, binding, and in full force and effect. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not adversely affect any License. Each Seller has taken all necessary action to maintain each License. No loss or expiration of any License is pending, reasonably foreseeable or, to the Sellers’ knowledge, threatened (other than expiration upon the end of any term). Each Seller is (and has been at all times during the past five (5) years) in compliance with all applicable laws (including applicable laws relating to privacy, zoning, environmental matters and the safety and health of employees), ordinances, regulations and orders of all Governmental Authorities, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect on the Business or the Assets. “Material Adverse Effect” or “Material Adverse Change” means any event, change, occurrence or effect which, individually or together with any other event, change, occurrence or effect, has, or reasonably could have, a material adverse effect upon (a) the condition (financial or otherwise), business, assets, liabilities or results of operations of the Sellers, or (b) the ability of the Sellers or Parent to perform their respective obligations under this Agreement or to consummate the transactions contemplated by this Agreement, provided that “Material Adverse Effect” or “Material Adverse Change” shall not be deemed to include an event, change, occurrence or effect to the extent (and only to the extent) it relates to (i) applicable economic or market conditions generally affecting the technology or software industry that do not affect the Sellers in a materially disproportionate manner; (ii) the announcement of the Acquisition and the other transactions contemplated by this Agreement; (iii) the execution of, complia...
Licenses, Permits and Compliance with Law. Section 3.9 of the Disclosure Schedule sets forth a true and complete list of each franchise, license, permit, authorization, consent, Orders and approval of, or registration, declaration or filing with, any Governmental Authority (collectively, "Permits") issued or granted to the Company that is material to the conduct of the Business under all applicable Laws. Except as set forth in Section 3.9(a) of the Disclosure Schedule, each such Permit is valid and in full force and effect and (a) the Company has complied in all material respects with the terms and conditions of such Permit and is not in material default and no condition exists that with notice or lapse of time or both would constitute a material default thereunder and (b) no such Permit will be subject to suspension, material modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. To the knowledge of Sellers, the Company has all material Permits necessary for the conduct of the Business as presently conducted. All such Permits which are held in the name of a Seller, any employee, officer, director, shareholder, agent or otherwise on behalf of the Company shall be deemed included under this Section 3.9. The Company is, and has been since January 1, 1998, and the Business is, and has been since January 1, 1998, conducted in compliance in all material respects with all Laws applicable to it or the conduct or operation of the Business or the ownership or use of its assets. There are no proceedings pending or, to the knowledge of the Sellers, threatened, that would reasonably be likely to result in the revocation, cancellation or suspension of any such material Permits by any Governmental Authority. No investigation or review by any Governmental Authority with respect to the Company or any of its respective business, facilities, operations, or agreements that could be reasonably expected to result in a Material Adverse Effect is pending or, to the knowledge of the Sellers, threatened, nor, to the knowledge of the Sellers, has any Governmental Authority indicated an intention to conduct the same.
Licenses, Permits and Compliance with Law. Seller holds all governmental or regulatory licenses, certificates, permits, franchises, approvals, authorizations, exemptions, registrations and rights (“Permits”) that are necessary to operate the Business as presently operated, and before the Closing Seller will have taken all actions and obtained all consents that are required in order to transfer to Buyer at the Closing all such Permits. There are no violations of any zoning, building, fire or health code or any other statute, ordinance, rule or regulation applicable to the Business or all or any part of the Acquired Assets, and Seller has no Knowledge of any such claim or assertion by a Governmental Authority.
Licenses, Permits and Compliance with Law. SCHEDULE 3.10 is a true and complete list of all material licenses, permits, franchises, certificates, approvals, exemptions, classifications, registrations and other similar documents and authorizations, and applications therefor (collectively, the "LICENSES") held by the Company and issued by, or submitted by the Company to, any Governmental Authority. The Company owns or possesses all of the Licenses which are necessary to enable it to carry on the Business as presently conducted. All Licenses are valid, binding, and in full force and effect. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not adversely affect any License. The Company has taken all necessary action to maintain each License. No notice has been received by the Company that any License is being revoked or cancelled (other than expiration upon the end of any term). The Company is (and has been at all times during the past two (2) years) in material compliance with all applicable laws (including, without limitation, applicable laws relating to safety and health of employees), ordinances, regulations and orders of all Governmental Authorities.
Licenses, Permits and Compliance with Law. To the best of the Company’s knowledge, all authorisations and licenses (including, for the avoidance of doubt, all regulatory consents and approvals) required and material for the operation of the business of the Group as it is being conducted have been obtained by the relevant member of the Group and each member of the Group is in compliance with and maintains all applicable laws and regulations material for the operation of the business of the Group.
Licenses, Permits and Compliance with Law. (a) The Company has all authorizations, approvals, licenses, permits, and orders of and from all governmental and regulatory offices and bodies necessary to carry on the Business as it is currently being conducted, except where the failure to have such authorizations, approvals, licenses, permits, and orders would not have a Material Adverse Effect. The Company is in compliance in all material respects with all applicable laws, regulations, and administrative orders of any country, state, province, or municipality or of any subdivision thereof to which it is subject.
Licenses, Permits and Compliance with Law. FIRM represents and warrants that prior to commencing any work under this Agreement, it shall obtain and maintain at its own expense during the life of this Agreement any other licenses, permits, qualifications, and approval required to practice its profession and perform the contract services and shall comply with any and all applicable local, State, and federal laws in performing the contract services.
Licenses, Permits and Compliance with Law. Except as provided ----------------------------------------- in Section 2.9 with respect to environmental matters and Section 2.12 with ----------- ------------
(a) Seller and Xxxxxx hold all governmental licenses, certificates, permits, franchises, approvals, exemptions, registrations and rights which are necessary to operate the Xxxxxxx Operations as presently operated, except for such licenses, certificates, permits, franchises, approvals, exemptions, registrations and rights the absence of which would not, individually or in the aggregate, have a Material Adverse Effect; and (b) Seller and Xxxxxx are presently operating the Xxxxxxx Operations so as to comply with all applicable statutes, ordinances, rules, regulations and orders of any governmental authority, except to the extent such non-compliance would not, individually or in the aggregate, have a Material Adverse Effect.
Licenses, Permits and Compliance with Law. Except as provided ----------------------------------------- in Section 2.7 with respect to environmental matters: -----------
(a) Seller holds all governmental licenses, certificates, permits, franchises, approvals, exemptions, registrations and rights which are necessary to own and operate the Timberland Assets as presently operated, except for such licenses, certificates, permits, franchises, approvals, exemptions, registrations and rights the absence of which would not, individually or in the aggregate, have a Material Adverse Effect; and (b) Seller is presently operating the Timberland Assets so as to comply with all applicable statutes, ordinances, rules, regulations and orders of any governmental authority, except to the extent such non-compliance would not, individually or in the aggregate, have a Material Adverse Effect.
Licenses, Permits and Compliance with Law. (a) The Xxxxxx Entities have all authorizations, approvals, franchises, licenses, permits, consents, and Orders of and from all Governmental Authorities necessary to carry on the business of the Xxxxxx Entities as currently conducted and as conducted within the six (6) months prior to the date hereof (other than the business related to the Appraise Product) (the "Business") in all material respects as it is currently being conducted (collectively, the "Licenses"). A complete and correct list of the Licenses is set forth on Schedule 3.10
(a) hereto. Except as set forth on Schedule 3.10(a), each of the Xxxxxx Entities is in compliance in all material respects with all Licenses and all applicable Laws and Orders to which it or any of its properties or assets is subject. None of the ChoicePoint Entities or the Xxxxxx Entities has received any notice of any alleged violation of any of such Licenses, Laws or Orders.
(b) Except as set forth on Schedule 3.10(b), (i) neither the conduct of the Business nor the condition or use of any real property owned or leased by the Xxxxxx Entities violates any applicable Environmental Law (as hereinafter defined); (ii) to the knowledge of ChoicePoint, none of the Xxxxxx Entities has stored or used any pollutants, contaminants or hazardous or toxic wastes, substances or materials in violation of any
