Licenses, Permits and Governmental Approvals. (a) Section 4.10 of the Disclosure Schedule sets forth a true and complete list of all material licenses of the Parent (including, but not limited to, any environmental licenses, permits, registrations or authorizations), health or other permits, franchises, authorizations and approvals issued or granted to the Parent by the United States, any state or local government, any foreign national or local government, or any department, agency, board, commission, bureau or instrumentality of any of the foregoing (each a "Parent License" and, collectively, the "Parent Licenses"), and all pending applications therefor. Each Parent License has been issued to, and duly obtained and fully paid for by, the Parent and is valid, in full force and effect, and not subject to any pending or known threatened administrative or judicial proceeding to suspend, revoke, cancel or declare such Parent License invalid in any respect.
(b) The Parent has all Parent Licenses required, and such Parent Licenses are sufficient and adequate in all respects, to permit the continued lawful conduct of the Parent's business in the manner now conducted and the ownership, occupancy and operation of its real and personal property for their present uses. The Parent is not in violation of any of the Parent Licenses in any material respect. The Parent Licenses have never been suspended, revoked or otherwise terminated, subject to any fine or penalty, or subject to judicial or administrative review, for any reason other than the renewal or expiration thereof nor has any application of the Parent for any Parent License ever been denied. The Parent's operations are not being conducted in a manner that violate any of the terms or conditions under which any Parent License was granted. Except as disclosed in Section 4.10 of the Disclosure Schedule, no Parent License will in any way be materially and adversely affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. Dubbell has delivered to the Buyer or its representatives true and complete copies of all Parent Licenses together with all amendments and modifications thereto.
Licenses, Permits and Governmental Approvals. US WIRELESS owns no leases, licenses, permits, franchises, authorizations or approvals, except those disclosed in the company’s filings with the SEC or those listed on an attachment hereto.
Licenses, Permits and Governmental Approvals. Schedule 4.13 sets forth a true and complete list of all licenses, permits, franchises, authorizations and approvals issued or granted to IChance by any federal, state or local government, or any department, agency, board, commission, bureau or instrumentality of any of the foregoing (the "Licenses and Permits"), and all pending applications therefor. Each License and Permit is valid and in full force and effect, and, to IChance's best knowledge, is not subject to any pending or threatened administrative or judicial proceeding to revoke, cancel, suspend or declare such License and Permit invalid in any respect. The Licenses and Permits are sufficient and adequate in all material respects to permit the continued lawful conduct of IChance's business in the manner now conducted and as has been proposed by IChance to be conducted. Except as set forth in Schedule 4.13, no such License and Permit will in any way be affected by, or terminate or lapse by reason of the transactions contemplated by this Agreement.
Licenses, Permits and Governmental Approvals. Schedule 3.14 ------------- sets forth a true and complete list of all material Permits issued or granted to the Company (the "Company Permits"), and all pending applications therefor. Such list contains a summary description of each such item and, where applicable, specifies the date issued, granted or applied for, the expiration date and the current status thereof. Except as set forth in Schedule 3.14, each Company Permit has been duly obtained, is valid and in full force and effect, and is not subject to any pending or threatened administrative or judicial proceeding to revoke, cancel or declare such Company Permit invalid in any respect. The Company Permits have never been suspended, revoked or otherwise terminated, subject to any fine or penalty, or subject to judicial or administrative review, for any reason other than the renewal or expiration thereof nor has any application of any of the Company for any Company Permit ever been denied. The Company Permits are sufficient and adequate in all material respects to permit the continued lawful conduct of the Company's business in the manner now conducted, and none of the operations of the Company are being conducted in a manner that violates any of the terms or conditions under which any Company Permit was granted, except for such Company Permits the absence of which would not have a Company Material Adverse Effect or any non-compliance which will not have a Company Material Adverse Effect. Except as set forth in Schedule 3.14, no ------------- such Company Permit will in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by the Transaction Documents.
Licenses, Permits and Governmental Approvals. Except as set forth on Schedule 2.14, (a) each of the Partnership Entities has all material consents, licenses, permits, certificates, franchises, authorizations and approvals issued or granted to any such Partnership Entity by, and has made all material registrations and filings with, any Governmental Authority as are necessary for the conduct of its business as currently conducted (each a "LICENSE" and, collectively, the "LICENSES"); (b) each License has been issued to, and duly obtained and fully paid for by, the holder thereof and is valid, in full force and effect, except where such invalidity or failure to be in full force and effect would not have a Material Adverse Effect, and (c) none of such Licenses will terminate or become terminable as a result of the transactions contemplated by this Agreement or the Transaction Documents. Notwithstanding anything to the contrary in this Section 2.14, the representations and warranties in this Section 2.14 shall not apply to (x) any right to Intellectual Property (which shall be subject to the representations in Section 2.13) or (y) any License required under applicable Environmental Law (which shall be subject to the representations in Section 2.21(a)(v)).
Licenses, Permits and Governmental Approvals. Schedule 2.13 sets forth a true and complete list of all licenses, permits, franchises, authorizations and approvals issued or granted to Worldwide Management by any federal, state or local government, or any department, agency, board, commission, bureau or instrumentality of any of the foregoing (the "Licenses and Permits"), and all pending applications therefor. Each License and Permit is valid and in full force and effect, and, to Worldwide Management's best knowledge, is not subject to any pending or threatened administrative or judicial proceeding to revoke, cancel, suspend or declare such License and Permit invalid in any respect. The Licenses and Permits are sufficient and adequate in all material respects to permit the continued lawful conduct of Worldwide Management's business in the manner now conducted and as has been proposed by Worldwide Management to be conducted. Except as set forth in Schedule 2.13, no such License and Permit will in any way be affected by, or terminate or lapse by reason of the transactions contemplated by this Agreement.
Licenses, Permits and Governmental Approvals. All licenses, permits and governmental approvals necessary for construction of the Project, to the extent assignable under law, that, based on Vestas V82 turbines and related equipment are reasonably obtainable prior to Closing as identified in Schedule 1.1.3 attached hereto (collectively, the "Governmental Approvals"). In the event that Buyer desires the Government Approvals to be based on turbines other than Vestas V82 turbines on 80 meter towers, Buyer shall provide written notice of the desired type of turbine and tower height within 60 days of the date all the parties sign this Agreement. Seller acknowledges and agrees that Government Approvals shall include a declaratory order of the Iowa Utilities Board that a certificate of public convenience, use and necessity (or other generating certificate) is not required for the Project, or, if appropriate, based on the design of the Project and consultation between Seller and Buyer, a waiver by the Iowa Utilities Board of any applicable generating certificate requirements and notice requirements. The Governmental Approvals shall not require that the Wind Farm or the Project be constructed.
Licenses, Permits and Governmental Approvals. (a) Schedule 2.14(a) sets forth a true and complete list of all material licenses, permits, certificates, franchises, authorizations and approvals issued or granted to the Company and any Subsidiary by any Governmental Authority (including the date issued or applied for and the dates of any amendments thereto) (each a "License" and, collectively, the "Licenses") necessary for the conduct of its business presently and as proposed to be conducted in connection with the Expansion Projects. Schedule 2.14(a) also sets forth a true and complete list of all pending applications for Licenses necessary for the conduct of the Company's business as proposed to be conducted in connection with the Expansion Projects. Each License (other than Licenses proposed to be obtained in connection with the Expansion Projects) has been issued to, and duly obtained and fully paid for by, the holder thereof and is valid, in full force and effect, and not subject to any pending or known threatened administrative or judicial proceeding to suspend, revoke, cancel or declare such License invalid in any respect.
Licenses, Permits and Governmental Approvals. Set forth in Schedule 2.17 hereto is a true and complete list of all material licenses, permits, franchises, authorizations and approvals issued or granted to the Company by any Governmental Entity and all pending applications therefor. The Company holds all material licenses, permits, franchises, authorizations and approvals of Governmental Entities required to permit the continued lawful conduct of the Company's business in the manner now conducted including a valid Certificate of Authority to write life insurance issued by the Departments of Insurance of Arizona, California, Hawaii, Louisiana, New Mexico, Oregon, Utah and Washington (the "Licenses"), and the Company's operations are not being conducted in a manner which violates any of the terms or conditions under which any License was granted such that the operations, as conducted, will have or threaten to have a material adverse effect on the assets, properties, operations, prospects or financial condition of the Company. Each License has been duly obtained, is valid and in full force and effect, and is not subject to any pending or, to the knowledge of Seller or the Company, threatened administrative or judicial proceeding to revoke, cancel or declare such License invalid in any respect. The Company has not received any notice to the effect that there is lacking any such License required in connection with the current operations of its respective businesses. No default, A-6 12 violation or event, which with notice or the lapse of time or both would become a default or violation, has occurred with respect to any such License.
Licenses, Permits and Governmental Approvals. (a) The Company has all material consents, licenses, permits, certificates, franchises, authorizations and approvals issued or granted by, and has made all material registrations and filings with, any Governmental Entity as are necessary for the conduct of its business as currently conducted (each a “License” and, collectively, the “Licenses”).
(b) Each License has been issued to, and duly obtained and fully paid for by, the holder thereof and is valid and in full force and effect, except for any such invalidities or failures to be in full force and effect as could not reasonably be expected to have a Company Material Adverse Effect.
(c) To the Company’s Knowledge, all such Licenses will be renewed in the ordinary course, and no Governmental Authority has taken or, to the Company’s Knowledge, threatened to take any action to terminate, cancel or modify any of such Licenses.
(d) None of the Licenses will terminate or become terminable as a result of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Section 4.12, the representations and warranties in this Section 4.12 shall not apply to (x) any right to Intellectual Property (which shall be subject to the representations and warranties set forth in Section 4.11) or (y) any License required under applicable Environmental, Health and Safety Law (which shall be subject to the representations and warranties set forth in Section 4.19).
